-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 RbGi3FzfHIBd9v4V8jbavpZGGH16H1oZ4FJFwahRxO1+mEC/nH9567AXLXgWWdgs
 Jd6IZEpW1LUsGPNB45b4OA==

<SEC-DOCUMENT>0000897101-02-000687.txt : 20021007
<SEC-HEADER>0000897101-02-000687.hdr.sgml : 20021007
<ACCEPTANCE-DATETIME>20021007144710
ACCESSION NUMBER:		0000897101-02-000687
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20020825
FILED AS OF DATE:		20021007

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GENERAL MILLS INC
		CENTRAL INDEX KEY:			0000040704
		STANDARD INDUSTRIAL CLASSIFICATION:	GRAIN MILL PRODUCTS [2040]
		IRS NUMBER:				410274440
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0525

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-01185
		FILM NUMBER:		02783080

	BUSINESS ADDRESS:	
		STREET 1:		NUMBER ONE GENERAL MILLS BLVD
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55426
		BUSINESS PHONE:		7637642311

	MAIL ADDRESS:	
		STREET 1:		P O BOX 1113
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55440
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>genmills024644_10q.txt
<DESCRIPTION>GENERAL MILLS, INC. FORM 10-Q
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q


(Mark One)
/X/      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 25, 2002

/ /      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____



Commission file number: 1-1185




                               GENERAL MILLS, INC.
             (Exact name of registrant as specified in its charter)



             Delaware                                        41-0274440
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)



Number One General Mills Boulevard
            Minneapolis, MN                                    55426
        (Mail: P.O. Box 1113)                               (Mail: 55440)
(Address of principal executive offices)                     (Zip Code)

                                 (763) 764-7600
              (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ___


As of September 23, 2002, General Mills had 367,910,613 shares of its $.10 par
value common stock outstanding (excluding 134,396,051 shares held in treasury).

<PAGE>


                          Part I. FINANCIAL INFORMATION


Item 1. Financial Statements.

                               GENERAL MILLS, INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS
                (Unaudited) (In Millions, Except per Share Data)

<TABLE>
<CAPTION>
                                                            Thirteen Weeks Ended
                                                          ------------------------
                                                          AUGUST 25,    August 26,
                                                             2002          2001
                                                          ----------    ----------
<S>                                                       <C>           <C>
Net Sales                                                 $    2,362    $    1,404

Costs and Expenses:
   Cost of sales                                               1,386           721
   Selling, general and administrative                           533           372
   Interest, net                                                 142            49
   Unusual items expense (income)                                 55           (15)
                                                          ----------    ----------
     Total Costs and Expenses                                  2,116         1,127
                                                          ----------    ----------

Earnings before Taxes and Earnings
     from Joint Ventures                                         246           277

Income Taxes                                                      87            95

Earnings from Joint Ventures                                      17             9
                                                          ----------    ----------

Earnings before cumulative effect
   of change in accounting principle                             176           191

Cumulative effect of change
   in accounting principle                                        --            (3)
                                                          ----------    ----------

Net Earnings                                              $      176    $      188
                                                          ==========    ==========

Earnings per Share - Basic:

   Earnings before cumulative effect
    of change in accounting principle                     $      .48    $      .67

   Cumulative effect of change
    in accounting principle                                       --          (.01)
                                                          ----------    ----------

   Net Earnings                                           $      .48    $      .66
                                                          ==========    ==========

Average Number of Common Shares
    - Basic                                                      367           285
                                                          ==========    ==========

Earnings per Share - Diluted:

   Earnings before cumulative effect
    of change in accounting principle                     $      .47    $      .65

   Cumulative effect of change
    in accounting principle                                       --          (.01)
                                                          ----------    ----------

   Net Earnings                                           $      .47    $      .64
                                                          ==========    ==========

Average Number of Common Shares -
   Assuming Dilution                                             376           295
                                                          ==========    ==========

Dividends per Share                                       $     .275    $     .275
                                                          ==========    ==========
</TABLE>

See accompanying notes to consolidated condensed financial statements.


                                       2
<PAGE>


                               GENERAL MILLS, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                  (In Millions)

<TABLE>
<CAPTION>
                                                     (Unaudited)    (Unaudited)
                                                     -----------    -----------
                                                     AUGUST 25,     August 26,      May 26,
                                                        2002           2001           2002
                                                     ----------     ----------     ----------
<S>                                                  <C>            <C>            <C>
ASSETS
Current Assets:
   Cash and cash equivalents                         $      745     $       53     $      975
   Receivables                                            1,059            600          1,010
   Inventories:
     Valued primarily at FIFO                               379            242            335
     Valued at LIFO (FIFO value exceeds LIFO by
        $31, $30 and $31, respectively)                     880            340            720
   Prepaid expenses and other current assets                131             82            156
   Deferred income taxes                                    226             62            241
                                                     ----------     ----------     ----------
        Total Current Assets                              3,420          1,379          3,437
                                                     ----------     ----------     ----------

Land, Buildings and Equipment, at Cost                    4,695          3,234          4,618
   Less accumulated depreciation                         (1,935)        (1,722)        (1,854)
                                                     ----------     ----------     ----------
        Net Land, Buildings and Equipment                 2,760          1,512          2,764
Goodwill                                                  8,474            804          8,473
Other Intangible Assets                                      90             74             90
Other Assets                                              1,853          1,390          1,776
                                                     ----------     ----------     ----------

Total Assets                                         $   16,597     $    5,159     $   16,540
                                                     ==========     ==========     ==========

LIABILITIES AND EQUITY
Current Liabilities:
   Accounts payable                                  $    1,328     $      548     $    1,217
   Current portion of long-term debt                        229            353            248
   Notes payable                                          3,269            877          3,600
   Other current liabilities                                769            403            682
                                                     ----------     ----------     ----------
        Total Current Liabilities                         5,595          2,181          5,747
Long-term Debt                                            5,547          2,213          5,591
Deferred Income Taxes                                       326            210            336
Deferred Income Taxes - Tax Leases                           72             75             71
Other Liabilities                                         1,097            577          1,066
                                                     ----------     ----------     ----------
        Total Liabilities                                12,637          5,256         12,811
                                                     ----------     ----------     ----------

Minority Interest                                           299             --            153

Stockholders' Equity:
   Cumulative preference stock, none issued                  --             --             --
   Common stock, 502, 408 and 502 shares issued,
         respectively                                     5,743            763          5,733
   Retained earnings                                      2,643          2,577          2,568
   Less common stock in treasury, at cost, shares
     of 134, 124 and 135, respectively                   (4,273)        (3,053)        (4,292)
   Unearned compensation                                    (57)           (50)           (57)
   Accumulated other comprehensive income                  (395)          (334)          (376)
                                                     ----------     ----------     ----------
        Total Stockholders' Equity                        3,661            (97)         3,576
                                                     ----------     ----------     ----------

Total Liabilities and Equity                         $   16,597     $    5,159     $   16,540
                                                     ==========     ==========     ==========
</TABLE>

See accompanying notes to consolidated condensed financial statements.


                                       3
<PAGE>


                               GENERAL MILLS, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                            (Unaudited) (In Millions)

<TABLE>
<CAPTION>
                                                                Thirteen Weeks Ended
                                                             -------------------------
                                                             AUGUST 25,     August 26,
                                                                2002           2001
                                                             ----------     ----------
<S>                                                          <C>            <C>
Cash Flows - Operating Activities:
   Net earnings                                              $      176     $      188
   Adjustments to reconcile net earnings to cash flow:
      Depreciation and amortization                                  90             53
      Deferred income taxes                                          40              6
      Changes in current assets and liabilities
            excluding effects of businesses acquired                (37)            (4)
      Tax benefit on exercised options                                4              9
      Cumulative effect of change
            in accounting principle                                  --              3
      Unusual items expense (income)                                 55            (15)
      Other, net                                                    (57)           (24)
                                                             ----------     ----------
   Cash provided by continuing operations                           271            216
   Cash used by discontinued operations                              (1)            (1)
                                                             ----------     ----------
      Net Cash Provided by Operating Activities                     270            215
                                                             ----------     ----------

Cash Flows - Investment Activities:
   Purchases of land, buildings and equipment                       (94)           (64)
   Investments in businesses, intangibles and affiliates,
      net of investment returns and dividends                       (38)           (35)
   Purchases of marketable investments                               (4)           (40)
   Proceeds from sale of marketable investments                      --             20
   Proceeds from disposal of land, buildings & equipment             --              7
   Other, net                                                       (28)            (5)
                                                             ----------     ----------
      Net Cash Used by Investment Activities                       (164)          (117)
                                                             ----------     ----------

Cash Flows - Financing Activities:
   Change in notes payable                                         (333)            16
   Issuance of long-term debt                                         4              3
   Payment of long-term debt                                        (68)           (18)
   Proceeds from minority investors, net                            147             --
   Common stock issued                                               20             28
   Purchases of common stock for treasury                           (17)           (61)
   Dividends paid                                                  (101)           (78)
   Other, net                                                        12              1
                                                             ----------     ----------
      Net Cash Used by Financing Activities                        (336)          (109)
                                                             ----------     ----------

Decrease in Cash and Cash Equivalents                        $     (230)    $      (11)
                                                             ==========     ==========

Cash Flows from Changes in Current Assets and
   Liabilities, Excluding Effects of Businesses Acquired:
      Receivables                                                   (35)            91
      Inventories                                                  (203)           (67)
      Prepaid expenses and other current assets                      26             17
      Accounts payable                                              120            (72)
      Other current liabilities                                      55             27
                                                             ----------     ----------
Changes in Current Assets and Liabilities                    $      (37)    $       (4)
                                                             ==========     ==========
</TABLE>

See accompanying notes to consolidated condensed financial statements.


                                       4
<PAGE>


                               GENERAL MILLS, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

(1) Background

These consolidated condensed financial statements do not include certain
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. However, in the opinion
of management, all adjustments considered necessary for a fair presentation have
been included and are of a normal recurring nature. Operating results for the
thirteen weeks ended August 25, 2002 are not necessarily indicative of the
results that may be expected for the fiscal year ending May 25, 2003.

These statements should be read in conjunction with the consolidated financial
statements and footnotes included in our annual report for the year ended May
26, 2002. The accounting policies used in preparing these consolidated condensed
financial statements are the same as those described in Note One of our annual
report, except as described in Note (8), "Accounting Rules Adopted."

Certain amounts in the prior year consolidated financial statements have been
reclassified to conform to the current year presentation.

(2) Acquisition

On October 31, 2001, we acquired the worldwide Pillsbury operations from Diageo
plc (Diageo). Pillsbury, based in Minneapolis, Minnesota, produces and
distributes leading food brands including Pillsbury refrigerated and frozen
dough and baked goods, Green Giant canned and frozen vegetables, Old El Paso
Mexican foods, Progresso soups, Totino's frozen pizza products and a wide range
of foodservice products.

The total acquisition consideration (exclusive of direct acquisition costs) was
approximately $9,724 million. Under terms of the agreement, Diageo holds
contingent value rights that may require payment to Diageo on April 30, 2003, of
up to $395 million, depending on the General Mills stock price and the number of
General Mills shares that Diageo continues to hold on that date. If the General
Mills stock price averages less than $49 per share for the 20 trading days prior
to that date, Diageo will receive an amount per share equal to the difference
between $49 and the General Mills stock trading price, up to a maximum of $5 per
share.

The excess of the purchase price over the estimated fair value of the net assets
purchased was approximately $8 billion. The allocation of the purchase price is
based on preliminary estimates, subject to revisions when appraisals and
integration plans have been finalized. Revisions to the allocation, which may be
significant, will be reported in a future period as changes to various assets
and liabilities, including goodwill, other intangible assets, and deferred
income taxes. As of August 25, 2002, the goodwill balance includes all of the
excess purchase price of the Pillsbury acquisition, as the valuation of specific
intangible assets has not yet been completed. We expect the valuation to result
in a significant value for non-amortizable brands. We do not anticipate
significant amounts to be allocated to amortizable intangible assets and,
therefore, the amount of intangibles amortization is not expected to be material
to the results of operations in future periods.

The excess purchase price was adjusted in the first quarter of 2003, when we
announced that we would close the Hillsdale, Mich., plant which produced dry mix
products and flour for our foodservice business. The production capacity for the
dry mix product lines will be absorbed within other facilities throughout the
General Mills supply chain, while the flour mill business will be sold. A total
of 119 employees were affected by the closure.

We continue to evaluate plans to consolidate manufacturing, warehouse and
distribution activities into fewer locations. The closure of additional
Pillsbury facilities could result in additional severance and other exit
liabilities, which would increase the excess purchase price. These amounts will
be recorded on our consolidated balance sheet as adjustments to the excess
purchase price when plans have been finalized and announced. The integration of
Pillsbury into General Mills' operations also may result in the restructuring of


                                       5
<PAGE>


certain General Mills activities. These actions could result in additional
unusual charges, which will be recorded as expense in our consolidated
statements of earnings in the period during which plans are finalized.

Actual results of acquired business operations are included in the consolidated
statement of earnings for the period from November 1, 2001. The following
unaudited pro forma information for the prior year's first quarter presents a
summary of our consolidated results of operations and the acquired Pillsbury
operations as if the acquisition had occurred at the beginning of fiscal 2002.

                                                        13 Weeks ended
                                                              Aug. 26,
In Millions, Except per Share Data                                2001
- ----------------------------------------------------------------------
Net Sales                                                     $  2,425
Earnings before cumulative effect
 of change in accounting principle                                 208
Net earnings                                                       205
Earnings per Share - Basic
 EPS before cumulative effect
   of change in accounting principle                               .57
 Net EPS - Basic                                                   .56
Earnings Per Share - Diluted
 EPS before cumulative effect
   of change in accounting principle                               .56
 Net EPS - Diluted                                                 .55
- ----------------------------------------------------------------------

These unaudited pro forma results have been prepared for comparative purposes
only and include certain adjustments, such as increased interest expense on
acquisition debt. They do not reflect the effect of synergies that would have
been expected to result from the integration of the Pillsbury businesses. The
pro forma information does not purport to be indicative of the results of
operations that actually would have resulted had the combination occurred at the
beginning of fiscal 2002, or of future results of the consolidated entities.

(3) Unusual Items

In the first quarter of fiscal 2003, we recorded $41 million pretax charges
associated with the closure of our St. Charles, Illinois plant, and $14 million
pretax charges for Pillsbury transaction and integration costs. The total of
these unusual items was $55 million pretax expense, $35 million after tax ($.09
per diluted share).

In the first quarter of fiscal 2002, we reached settlements with additional
insurance companies that participated in the reinsurance of a property policy
covering a 1994 oats handling incident. We recorded $27 million pretax income,
net of associated costs, related to these settlements. This income was partially
offset by pretax charges of (1) $5 million associated with our pending
acquisition of The Pillsbury Company; (2) $4 million, primarily severance, for
the exit from the SQUEEZIT beverage business; and (3) $3 million, net of
insurance recovery, associated with a flash flood at our Cincinnati, Ohio,
cereal plant. The net of these unusual items was $15 million pretax income, $9
million after tax ($.03 per diluted share).


                                       6
<PAGE>


(4) Comprehensive Income

The following table summarizes total comprehensive income for the periods
presented (in millions):

<TABLE>
<CAPTION>
                                           Thirteen Weeks Ended                  Thirteen Weeks Ended
                                              August 25, 2002                       August 26, 2001
                                    ----------------------------------     ----------------------------------
                                     Pretax         Tax          Net        Pretax        Tax          Net
                                    --------     --------     --------     --------     --------     --------
<S>                                 <C>          <C>          <C>          <C>          <C>          <C>
Earnings                            $            $            $    176     $            $            $    188

Other Comprehensive Income
  (Loss):

 Foreign currency
   translation adjustments                15           --           15            8           --            8

 Other Fair Value Changes:
    Securities                             8           (3)           5            2           --            2
    Hedge derivatives                   (121)          45          (76)        (150)          56          (94)

 Reclassification to earnings:
    Securities                            --           --           --           --           --           --
    Hedge derivatives                     59          (22)          37            2           (1)           1

 Cumulative effect of
    adopting SFAS No. 133                 --           --           --         (251)          93         (158)
                                    --------     --------     --------     --------     --------     --------

                                    $    (39)    $     20     $    (19)    $   (389)    $    148     $   (241)
                                    --------     --------     --------     --------     --------     --------
 Comprehensive Income (Loss)                                  $    157                               $    (53)
                                                              ========                               ========
</TABLE>

Accumulated other comprehensive income (loss) balances were as follows (in
millions):

<TABLE>
<CAPTION>
                                                                           Aug. 25,     Aug. 26,      May 26,
                                                                             2002         2001         2002
                                                                           --------     --------     --------
<S>                                                                        <C>          <C>          <C>
Foreign currency
  translation adjustments                                                  $    (98)    $   (101)    $   (113)
Unrealized gain (loss) from:
   Securities                                                                    21           29           16
   Hedge derivatives                                                           (311)        (251)        (272)
Pension plan minimum liability                                                   (7)         (11)          (7)
                                                                           --------     --------     --------
Accumulated comprehensive income                                           $   (395)    $   (334)    $   (376)
                                                                           ========     ========     ========
</TABLE>

The changes in other comprehensive income are primarily non-cash items.

(5) Statements of Cash Flows

During the first three months, we made interest payments of $154 million (net of
amounts capitalized), versus $29 million last year. In the first three months of
fiscal 2003, we made tax payments of $16 million and received a $109 million
refund of fiscal 2002 tax overpayments. In the corresponding period of fiscal
2002, we made tax payments of $28 million.

(6) Operating Segments

We operate exclusively in the consumer foods industry, with multiple operating
segments organized generally by product categories.

We have aggregated our operating segments into three reportable segments: 1)
U.S. Retail; 2) Bakeries and Foodservice; and 3) International. U.S. Retail
consists of cereals, meals, refrigerated and frozen dough products, baking
products, snacks, yogurt and other. Our Bakeries and Foodservice segment
consists of products marketed to bakeries and offered to the commercial and


                                       7
<PAGE>


non-commercial foodservice sectors throughout the United States and Canada. The
International segment is comprised of retail markets outside the United States
and foodservice markets outside of the United States and Canada. With the
beginning of fiscal 2003, the Lloyd's foodservice and the bakery flour
businesses were realigned from the U.S. Retail segment to the Bakeries and
Foodservice segment. All prior year amounts are restated.

Management reviews operating results to evaluate segment performance. Operating
profit for the reportable segments excludes general corporate expenses. Interest
expense and income taxes are centrally managed at the corporate level and,
therefore, are not allocated to segments since they are excluded from the
measure of segment profitability reviewed by the Company's management. Under our
supply chain organization, our manufacturing, warehouse, distribution and sales
activities are substantially integrated across our operations in order to
maximize efficiency and productivity. As a result, fixed assets, capital
expenditures, and depreciation and amortization expenses are not maintained nor
available by operating segments.

The measurement of operating segment results is consistent with the presentation
of the Consolidated Statements of Earnings. Intercompany transactions between
reportable operating segments were not material in the periods presented.

                               Operating Segments
                            (Unaudited) (In Millions)

<TABLE>
<CAPTION>
                                                           Thirteen Weeks Ended
                                                         -------------------------
                                                          Aug. 25,       Aug. 26,
                                                            2002           2001
                                                         ----------     ----------
<S>                                                      <C>            <C>
Net Sales:
   U.S. Retail                                           $    1,610     $    1,180
   Bakeries and Foodservice                                     438            155
   International                                                314             69
                                                         ----------     ----------
     Total                                               $    2,362     $    1,404
                                                         ==========     ==========

Operating Profit Before Unusual Items:
   U.S. Retail                                           $      361     $      297
   Bakeries and Foodservice                                      53             26
   International                                                 22              3
   Unallocated Corporate Items                                    7            (15)
                                                         ----------     ----------
      Total                                              $      443     $      311
                                                         ==========     ==========

Operating Profit Including Unusual Items:
   U.S. Retail                                           $      353     $      317
   Bakeries and Foodservice                                      20             26
   International                                                 22              3
   Unallocated Corporate Items                                   (7)           (20)
                                                         ----------     ----------
      Total                                              $      388     $      326
                                                         ==========     ==========

Interest, net                                                   142             49

Income Taxes                                                     87             95

Earnings from Joint Ventures                                     17              9
                                                         ----------     ----------

Earnings before cumulative effect
   of change in accounting principle                            176            191

Cumulative effect of change
   in accounting principle                                       --             (3)
                                                         ----------     ----------

Net Earnings                                             $      176     $      188
                                                         ==========     ==========
</TABLE>


                                       8
<PAGE>


(7) Minority Interest

In the first quarter of 2003, General Mills Capital, Inc. (GM Capital), a wholly
owned subsidiary, sold $150 million of its Series A preferred stock to an
unrelated third-party investor. GM Capital regularly enters into transactions
with the Company to purchase receivables of the Company. These receivables are
included in the consolidated balance sheet of the Company and the $150 million
purchase price for the Series A preferred stock is included in minority interest
on the balance sheet. The proceeds from the issuance of the preferred stock were
used to reduce short-term debt.

(8) Accounting Rules Adopted

Effective the first quarter of fiscal 2003, we adopted Statement of Financial
Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets." The adoption of SFAS No. 144 did not have a material
impact on the Company's financial statements.

Effective the first quarter of fiscal 2002, we adopted Statement of Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging Activities", which requires all derivatives to be recorded at fair value
on the balance sheet and establishes new accounting rules for hedging. At May
28, 2001, we recorded the cumulative effect of adopting this accounting change,
as follows:

<TABLE>
<CAPTION>
                                                                            Included in
                                                                            Accumulated
                                                             Included             Other
                                                                   in     Comprehensive
          (In millions, except per share data)               Earnings            Income
                                                             --------          --------
<S>                                                          <C>               <C>
          Pretax                                             $     (5)         $   (251)
          Income tax effects                                        2                93
                                                             --------          --------

              Total                                          $     (3)         $   (158)
                                                             ========          ========

          Per diluted share net earnings effect              $   (.01)
                                                             ========
</TABLE>

The cumulative effect on earnings and on Accumulated Other Comprehensive Income
was primarily associated with the impact of lower interest rates on the
fair-value calculation for the delayed-starting interest rate swaps we entered
into in anticipation of our Pillsbury acquisition and other financing
requirements.

Effective the fourth quarter of fiscal 2002, we adopted the Financial Accounting
Standard Board's (FASB's) Emerging Issues Task Force (EITF) Issue 01-09,
"Accounting for Consideration Given by a Vendor to a Customer or a Reseller of
the Vendor's Products", which requires recording certain coupon and trade
promotion expenses as reductions of revenues. Since adopting this requirement
resulted only in the reclassification of certain expenses from selling, general
and administrative expense to a reduction of net sales, it did not affect our
financial position or net earnings. The impact was a reduction of net sales, and
a corresponding reduction in selling, general and administrative expense, of
$367 million in the first quarter of 2002.

(9) New Accounting Rules

In July 2002, The Financial Accounting Standards Board (FASB) issued Statement
No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
(SFAS No. 146). SFAS No. 146 requires companies to recognize costs associated
with exit or disposal activities when they are incurred rather than at the date
of a commitment to an exit or disposal plan. SFAS No. 146 is to be applied
prospectively to exit or disposal activities initiated after December 31, 2002.
The adoption of this Standard may affect the timing of the recognition of future
exit or disposal costs. However, we do not expect the impact to be material.


                                       9
<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition
                         and Results of Operations


FINANCIAL CONDITION

During the first quarter of fiscal 2003, cash flow from continuing operations
totaled $271 million, up $55 million from last year's first quarter. The
increase was up from the first quarter of fiscal 2002 due largely to the $95
million improvement in operating earnings before depreciation, amortization and
unusual items, partially offset by a $33 million increase in use of working
capital.

During the first three months, capital investment totaled $98 million. Fiscal
2003 capital investment is estimated to be approximately $750 million, including
construction costs to consolidate the Company's headquarters and costs of
integrating Pillsbury into the Company's information systems.

As of August 25, 2002, we had adjusted debt plus minority interests of
approximately $9.2 billion compared to $9.1 billion at the end of fiscal 2002;
this increase is due primarily to seasonal working capital requirements. These
amounts reflect debt incurred and assumed in connection with our acquisition of
Pillsbury.

At the end of the first quarter, approximately half of our debt was long term,
40 percent was short term (excluding the impact of reclassification from our
long-term credit facility), and the balance was leases and tax-benefit leases.
During fiscal 2002, General Mills filed a Registration Statement with the
Securities and Exchange Commission covering the sale of up to $8.0 billion in
debt securities. As of August 25, 2002, $4.5 billion remained available under
the Registration Statement for future debt issuance. On September 18, 2002, we
began a new medium-term note program under the Registration Statement for the
sale from time to time of up to $750 million of notes with maturities of nine
months or more. As of the date of this report, we have not issued any notes
under the program. We plan to refinance the majority of our short-term debt with
long-term debt in fiscal 2003.

Commercial paper is a continuing source of short-term financing. We can issue
commercial paper in the United States and Canada, as well as in Europe. Our
commercial paper borrowings are supported by $4 billion in fee-paid committed
credit lines. As part of our core facilities we have a $1.05 billion 364-day
facility that expires in January 2003 and a $1.05 billion five-year facility
that expires in January 2006. Our committed credit lines also include a $1.9
billion bridge facility we set up at the time of the acquisition that expires in
January 2003. As of August 25, 2002, the company had no outstanding borrowings
under these facilities. Additionally, we have $45 million in uncommitted credit
lines available.

We believe that cash flows from operations together with available short and
long-term debt financing will be adequate to meet our liquidity and capital
needs.

As of August 25, 2002, we have recorded approximately $300 million of minority
interest financing on our balance sheet. In May 2002, we sold a minority
interest in a subsidiary to an unrelated third-party investor for $150 million.
This subsidiary holds some of our manufacturing assets and trademarks. In the
first quarter of 2003, we sold a minority interest in another subsidiary for
$150 million, as described in Note (7) "Minority Interest." We did not recognize
any gain or loss in connection with the issuance of the minority interests. All
assets, liabilities and results of operations of these subsidiaries are
reflected in our financial statements, and the third party's investment is
reflected as minority interest on our balance sheet.


RESULTS OF OPERATIONS

Net sales for the 13 weeks ended August 25, 2002 grew 68 percent to $2.36
billion, including the incremental contribution of Pillsbury businesses acquired
October 31, 2001. Total worldwide volume grew 2 percent on a comparable basis,
as if General Mills had owned the Pillsbury businesses in the previous year.


                                       10
<PAGE>


Reported earnings were $176 million in the first quarter of fiscal 2003 as
compared to $188 million earnings last year. Basic earnings per share of 48
cents for the first quarter ended August 25, 2002, were down 27 percent from 66
cents a year earlier. Diluted earnings per share of 47 cents for the first
quarter of fiscal 2003 were also down 27 percent from 64 cents per share earned
in the same period last year.

First-quarter results for both fiscal 2003 and 2002 included unusual items. In
fiscal 2003, the company recorded unusual expenses of $55 million pretax, $35
million after tax (9 cents per diluted share), associated with the closure of a
foodservice plant to eliminate excess production capacity, and other
Pillsbury-related transaction and integration costs. In last year's first
quarter, the company had a net unusual gain of $15 million pretax, $9 million
after tax (3 cents per diluted share) primarily associated with insurance
settlements covering a 1994 oats handling incident.

Excluding unusual items in both years and the impact of last year's accounting
change (SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities), earnings after tax grew 16 percent to $211 million from $182
million. First quarter diluted earnings per share excluding unusual items and
the accounting change were 56 cents, compared to 62 cents last year. The average
number of diluted shares outstanding was 27 percent higher this year, reflecting
shares issued for the Pillsbury acquisition.

[Note: Sales figures provided below are as reported and net of expenses
reclassified under EITF 01-09. Operating profits are as reported, before unusual
items. Unit volume comparisons provided below are on a comparable basis, as if
General Mills had owned the Pillsbury businesses in the previous year.]

U.S. Retail Segment Results

Net sales for General Mills' domestic retail operations grew 36 percent to $1.61
billion for the quarter, and operating profits rose 22 percent to $361 million.
Comparable unit volume grew 3 percent. Big G led this growth with a strong 6
percent unit volume increase compared to a slight decline last year. Consumer
sales for Big G cereals grew 3 percent for the quarter, in line with overall
category growth. Yogurt unit volume grew 11 percent for the quarter, with strong
contributions from YOPLAIT WHIPS!, introduced in January, and established
product lines. Meals unit volume was up 1 percent led by PROGRESSO soup, OLD EL
PASO dinner kits and GREEN GIANT canned vegetables.

Pillsbury USA volume was up slightly, driven by gains for TOTINO'S pizza and
PILLSBURY frozen baked goods, and introductory shipments late in the quarter for
new refrigerated dough products. Snacks unit volume was down 1 percent as good
gains in grain and salty snacks were more than offset by declines in popcorn and
the impact of last year's exit from the SQUEEZIT beverage business. Baking
Products unit volume declined 4 percent.

Bakeries and Foodservice Segment Results

Net sales for the company's Bakeries and Foodservice operation more than doubled
to $438 million, and operating profits doubled to $53 million. Comparable unit
volume was down 1 percent, reflecting economic weakness that dampened
foodservice distributor, restaurant, and supermarket bakery business. Volumes
were up in convenience stores and our wholesale business.

International Segment Results

Net sales for General Mills' consolidated international business more than
quadrupled to $314 million, and operating profits grew to $22 million,
reflecting the addition of the Pillsbury businesses. Comparable unit volume for
our consolidated international business was down 4 percent, as declines in Latin
America due to macro-economic trends more than offset gains in Asia, Europe and
Canada.


                                       11
<PAGE>


Joint Venture Summary

Reported earnings after tax from joint ventures totaled $17 million, compared to
$9 million in 2002. Profits for our Cereal Partners Worldwide (CPW) joint
venture with Nestle, and our Snack Ventures Europe (SVE) joint venture with
PepsiCo together reached $11 million, up 12 percent from the year ago quarter.
That profit growth was driven by strong unit volume increases of 10 percent for
CPW and 11 percent for SVE. Haagen-Dazs joint ventures formed by Pillsbury in
Asia contributed incremental earnings, more than offsetting introductory
marketing expenses at 8th Continent, the Company's soymilk joint venture with
DuPont.

Corporate Items

Interest expense for the quarter more than doubled to $142 million, reflecting
additional debt used to finance the Pillsbury acquisition. General Mills'
effective tax rate excluding unusual items for the first quarter was 35.5
percent, compared to 34 percent in the same period last year.


CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are described in Note One to the
Consolidated Financial Statements included in our annual report for the year
ended May 26, 2002. The accounting policies used in preparing our interim fiscal
2003 consolidated condensed financial statements are the same as those described
in our annual report, except as described in Note (8), "Accounting Rules
Adopted."

Our critical accounting policies are those that have meaningful impact on the
reporting of our financial condition and results, and that require significant
management judgment and estimates. These policies include our accounting for (a)
trade and consumer promotion activities; (b) asset impairments; and (c) income
taxes.

The amount and timing of recognition of trade and consumer promotion expense
involves management judgment related to the estimated utilization of the
promotion activities. The vast majority of year-end liabilities associated with
these activities are resolved within the following fiscal year and therefore do
not require highly uncertain long-term estimates.

Evaluating the impairment of long-lived assets, including goodwill, involves
management judgment in estimating the fair values and future cash flows related
to these assets. Although the predictability of long-term cash flows may be
somewhat uncertain, our evaluations indicate fair values of assets significantly
in excess of stated book values. Therefore, we believe the risk of unrecognized
impairment is low.

Income tax expense involves management judgment as to the ultimate resolution of
any tax issues. Historically, our assessments of the ultimate resolution of tax
issues have been reasonably accurate. The current open issues are not dissimilar
from historical items.


Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in the Company's market risk during the
thirteen weeks ended August 25, 2002. For additional information, see "Market
Risk Management" on page 17 of the Company's 2002 Annual Report to Shareholders.


Item 4. Controls and Procedures.

Not applicable.


                                       12
<PAGE>


                           Part II. OTHER INFORMATION


Item 5. Other Information.

This report contains forward-looking statements within the meaning of The
Private Securities Litigation Reform Act of 1995 that are based on management's
current expectations and assumptions. The words or phrases "will likely result,"
"are expected to," "will continue," "is anticipated," "estimate," "project" or
similar expressions identify "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from the potential results discussed in such
statements. In particular, our predictions about future volume and earnings
could be affected by difficulties resulting from the Pillsbury acquisition, such
as integration problems; failure to achieve synergies; unanticipated
liabilities; inexperience in new business lines; and changes in the competitive
environment. Our future results also could be affected by a variety of
additional factors such as: competitive dynamics in the U.S. ready-to-eat cereal
market, including pricing and promotional spending levels by competitors; the
impact of competitive products and pricing; product development; actions of
competitors other than as described above; acquisitions or disposals of
businesses or assets; changes in capital structure; changes in laws and
regulations, including changes in accounting standards; customer demand;
effectiveness of advertising and marketing spending or programs; consumer
perception of health-related issues; economic conditions, including changes in
inflation rates or interest rates; fluctuation in the cost and availability of
supply chain resources; and foreign economic conditions, including currency rate
fluctuations. The Company undertakes no obligations to publicly revise any
forward-looking statements to reflect future events or circumstances.


                                       13
<PAGE>


Item 6. Exhibits and Reports on Form 8-K.

        (a)     Exhibits

                Exhibit 11      Statement of Computation of Earnings per Share.

                Exhibit 12      Statement of Ratio of Earnings to Fixed Charges.

                Exhibit 99.1    Amendment No. 2, dated August 26, 2002, to
                                Five-Year Credit Agreement, dated January 24,
                                2001 among the Company, JP Morgan Chase Bank
                                (successor to The Chase Manhattan Bank), as
                                Administrative Agent, and the other financial
                                institutions party thereto.

                Exhibit 99.2    Amendment No. 3, dated August 26, 2002, to
                                364-Day Credit Agreement, dated January 24, 2001
                                among the Company, JP Morgan Chase Bank, as
                                Administrative Agent, and the other financial
                                institutions party thereto.

                Exhibit 99.3    Amendment No. 2, dated September 27, 2002, to
                                Credit Agreement, dated October 30, 2001 among
                                the Company, JP Morgan Chase Bank (successor to
                                Morgan Guaranty Trust Company of New York), as
                                Administrative Agent, and the other financial
                                institutions party thereto.

                Exhibit 99.4    Amendment No. 3, dated August 26, 2002, to
                                Credit Agreement, dated October 30, 2001 among
                                the Company, JP Morgan Chase Bank, as
                                Administrative Agent, and the other financial
                                institutions party thereto.


        (b)     Reports on Form 8-K:

                On August 14, 2002, the Company filed a Report on Form 8-K to
                report the filing of (i) statements under oath of the principal
                executive officer and the principal financial officer regarding
                facts and circumstances relating to Exchange Act filings, and
                (ii) the certifications of the Chief Executive Officer and Chief
                Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002.


                                   SIGNATURES

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 thereunto duly authorized.


                                                  GENERAL MILLS, INC.
                                        ----------------------------------------
                                                     (Registrant)


Date   October 7, 2002                                        /s/ S. S. Marshall
       ---------------                  ----------------------------------------
                                        S. S. Marshall
                                        Senior Vice President,
                                        General Counsel


Date   October 7, 2002                                           /s/ K. L. Thome
       ---------------                  ----------------------------------------
                                        K. L. Thome
                                        Senior Vice President,
                                        Financial Operations


                                       14
<PAGE>


I, Stephen W. Sanger, Chairman of the Board and Chief Executive Officer of
General Mills, Inc., certify that:

      1. I have reviewed this quarterly report on Form 10-Q of General Mills,
         Inc.;

      2. Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

      3. Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report.

Date: October 7, 2002


                     /s/ Stephen W. Sanger
- ------------------------------------------
Stephen W. Sanger
Chairman of the Board and
Chief Executive Officer


                                       15
<PAGE>


I, James A. Lawrence, Chief Financial Officer of General Mills, Inc., certify
that:

      1. I have reviewed this quarterly report on Form 10-Q of General Mills,
         Inc.;

      2. Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

      3. Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report.

Date: October 7, 2002


                     /s/ James A. Lawrence
- ------------------------------------------
James A. Lawrence
Chief Financial Officer


                                       16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>4
<FILENAME>genmills024644_ex11.txt
<DESCRIPTION>STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
<TEXT>
                                                                      Exhibit 11


                               GENERAL MILLS, INC.
                        COMPUTATION OF EARNINGS PER SHARE
                      (In Millions, Except per Share Data)

                                                       Thirteen Weeks Ended
                                                       --------------------
                                                     AUGUST 25,     August 26,
                                                        2002           2001
                                                     ----------     ----------

Net Earnings                                          $    176       $    188
                                                      ========       ========

Average Number of Common Shares -
  Basic EPS (a)                                            367            285

Incremental Share Effect from:

  -Stock options (b)                                         8             10

  -Restricted stock, stock rights
          and puts                                           1             --
                                                      --------       --------

Average Number of Common Shares -
  Diluted EPS                                              376            295
                                                      ========       ========

Earnings per Share - Basic                            $    .48       $    .66
                                                      ========       ========

Earnings per Share - Diluted                          $    .47       $    .64
                                                      ========       ========


Notes to Exhibit 11:

(a)  Computed as the weighted average of net shares outstanding on
     stock-exchange trading days.

(b)  Incremental shares from stock options are computed by the "treasury stock"
     method. This method first determines the number of shares issuable under
     stock options that had an option price below the average market price for
     the period, and then deducts the number of shares that could have been
     repurchased with the proceeds of options exercised.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>5
<FILENAME>genmills024644_ex12.txt
<DESCRIPTION>STATEMENT RE: COMPUTATION OF RATIOS
<TEXT>
                                                                      Exhibit 12



                       RATIO OF EARNINGS TO FIXED CHARGES


<TABLE>
<CAPTION>
                          Thirteen Weeks Ended                       Fiscal Year Ended
                        ------------------------     -----------------------------------------------------
                        AUGUST 25,    August 26,     May 26,     May 27,    May 28,    May 30,     May 31,
                          2002           2001         2002        2001       2000        1999       1998
<S>                       <C>            <C>          <C>          <C>       <C>         <C>        <C>
Ratio of Earnings
  to Fixed Charges        2.69           6.03         2.50         5.29      6.25        6.67       5.63
</TABLE>


For purposes of computing the ratio of earnings to fixed charges, earnings
represent pretax income from continuing operations, plus pretax earnings or
losses of joint ventures plus fixed charges (net of capitalized interest). Fixed
charges represent interest (whether expensed or capitalized) and one-third (the
proportion deemed representative of the interest factor) of rents of continuing
operations.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>6
<FILENAME>genmills024644_ex99-1.txt
<DESCRIPTION>AMENDMENT NO. 2 TO FIVE-YEAR CREDIT AGREEMENT
<TEXT>
                                                                    EXHIBIT 99.1


                  AMENDMENT NO. 2 TO FIVE-YEAR CREDIT AGREEMENT


         AMENDMENT dated as of August 26, 2002 to the Five-Year Credit Agreement
dated as of January 24, 2001 (as amended prior to the Amendment Effective Date
referred to below, the "AGREEMENT") among GENERAL MILLS, INC. (the "COMPANY"),
SALOMON SMITH BARNEY INC., as Syndication Agent, BARCLAYS BANK PLC and CREDIT
SUISSE FIRST BOSTON, as Co-Documentation Agents, the several financial
institutions from time to time party thereto (the "BANKS") and JPMORGAN CHASE
BANK (successor to The Chase Manhattan Bank), as Administrative Agent (the
"AGENT").

                              W I T N E S S E T H :

         WHEREAS, the parties hereto desire to amend the Agreement as set forth
herein;

         NOW, THEREFORE, the parties hereto agree as follows:

         Section 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement has the
meaning assigned to such term in the Agreement. Each reference to "HEREOF",
"HEREUNDER", "HEREIN" and "HEREBY" and each other similar reference and each
reference to "THIS AGREEMENT" and each other similar reference contained in the
Agreement shall, after the Amendment Effective Date, refer to the Agreement as
amended hereby.

         Section 2. AMENDMENTS.

         (a) The definition of Material Subsidiary in Section 1.01 is amended by
adding "The Pillsbury Company, a Delaware corporation," after "corporation," in
the third line.

         (b) The definition of Ratio of Earnings to Fixed Charges in Section
1.01 is amended by (i) changing the date "May 28, 2000" to "May 27, 2001" and
(ii) adding the following proviso at the end of the first sentence thereof:

         ; PROVIDED further that for any period which includes one or more of
         the fiscal quarters ended November 25, 2001, February 24, 2002 and May
         26, 2002, such computation shall be adjusted to exclude the effect of
         unusual items in the amounts of $109 million, $39 million and $57
         million, respectively, for such fiscal quarters.

         (c) Section 7.06 is amended by (i) changing the date "May 28, 2000" to
"May 27, 2001" and (ii) by amending the first sentence to read as follows:

         The Company shall not permit its Ratio of Earnings to Fixed Charges as
         determined for any period of four (4) consecutive fiscal quarters of
         the Company to be less than (i) for any such period ending on or prior

<PAGE>


         to May 26, 2002 or on or after May 25, 2003, 2.5 to 1.0; (ii) for any
         such period ending on August 25, 2002 or November 24, 2002, 2.0 to 1.0
         and (iii) for such period ending on February 23, 2003, 2.25 to 1.0.

         Section 3. REPRESENTATIONS OF COMPANY. The Company represents and
warrants that (i) the representations and warranties of the Company set forth in
Article 5 of the Agreement will be true on and as of the Amendment Effective
Date and (ii) no Default or Event of Default will have occurred and be
continuing on such date.

         Section 4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

         Section 5. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         Section 6. EFFECTIVENESS. This Amendment shall become effective as of
the date hereof on the date ("AMENDMENT EFFECTIVE DATE") when the Agent shall
have received from each of the Company and the Majority Banks a counterpart
hereof signed by such party or facsimile or other written confirmation (in form
satisfactory to the Agent) that such party has signed a counterpart hereof.


                                       2
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.


                                     GENERAL MILLS, INC.


                                     By:   /s/ David VanBenschoten
                                         ---------------------------------------
                                     Name: David VanBenschoten
                                     Title: Vice President and Treasurer


                                     JPMORGAN CHASE BANK,
                                     as Administrative Agent and as a Bank


                                     By:   /s/ B. B. Wuthrich
                                         ---------------------------------------
                                     Name: B. B. Wuthrich
                                     Title: Vice President


                                     BARCLAYS BANK PLC


                                     By:   /s/ L. Peter Yetman
                                         ---------------------------------------
                                     Name: L. Peter Yetman
                                     Title: Director


                                     CREDIT SUISSE FIRST BOSTON


                                     By:   /s/ Karl Studer
                                         ---------------------------------------
                                     Name: Karl Studer
                                     Title: Director

                                     By:   /s/ Karin Zehnder
                                         ---------------------------------------
                                     Name: Karin Zehnder
                                     Title: Assistant Vice President


                                     CITICORP USA, INC.


                                     By:   /s/ Emily Rosenstock Peltz
                                         ---------------------------------------
                                     Name: Emily Rosenstock Peltz
                                     Title: Managing Director

<PAGE>


                                     BANK OF AMERICA, N.A.


                                     By:   /s/ David L. Catherall
                                         ---------------------------------------
                                     Name: David L. Catherall
                                     Title: Vice President


                                     DEUTSCHE BANK AG NEW YORK
                                     BRANCH AND/OR CAYMAN ISLANDS
                                     BRANCH


                                     By:   /s/ William W. McGinty
                                         ---------------------------------------
                                     Name: William W. McGinty
                                     Title: Director

                                     By:   /s/ Thomas A. Foley
                                         ---------------------------------------
                                     Name: Thomas A. Foley
                                     Title: Vice President


                                     UBS, AG STAMFORD BRANCH


                                     By:   /s/ Patricia O'Kicki
                                         ---------------------------------------
                                     Name: Patricia O'Kicki
                                     Title: Director

                                     By:   /s/ Wilfred V. Saint
                                         ---------------------------------------
                                     Name: Wilfred V. Saint
                                     Title: Associate Director


                                     THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                     CHICAGO BRANCH


                                     By:   /s/ Patrick McCue
                                         ---------------------------------------
                                     Name: Patrick McCue
                                     Title: Vice President & Manager


                                     MIZUHO CORPORATE BANK, LTD. As
                                     Successor to DAI ICHI KANGYO BANK


                                     By:   /s/ Peter L. Chinnici
                                         ---------------------------------------
                                     Name: Peter L. Chinnici
                                     Title: Senior Vice President & Group Head

<PAGE>


                                     CREDIT LYONNAIS CHICAGO BRANCH


                                     By:   /s/ Lee E. Greve
                                         ---------------------------------------
                                     Name: Lee E. Greve
                                     Title: First Vice President


                                     SUNTRUST BANK


                                     By:   /s/ Michael Pugsley
                                         ---------------------------------------
                                     Name: Michael Pugsley
                                     Title: Vice President


                                     WELLS FARGO BANK NATIONAL ASSOCIATION


                                     By:   /s/ Molly S. Van Metre
                                         ---------------------------------------
                                     Name: Molly S. Van Metre
                                     Title: Vice President and Senior Banker

                                     By:   /s/ James D. Heinz
                                         ---------------------------------------
                                     Name: James D. Heinz
                                     Title: Senior Vice President


                                     ABN AMRO BANK, N.V.


                                     By:   /s/ W. Stephen Jones
                                         ---------------------------------------
                                     Name: W. Stephen Jones
                                     Title: Vice President

                                     By:   /s/ Peter J. Hallan
                                         ---------------------------------------
                                     Name: Peter J. Hallan
                                     Title: Vice President


                                     MELLON BANK, N.A.

                                     By:   /s/ Louis E. Flori
                                         ---------------------------------------
                                     Name: Louis E. Flori
                                     Title: Vice President

<PAGE>


                                     U.S. BANK NATIONAL ASSOCIATION


                                     By:   /s/ Karen E. Weathers
                                         ---------------------------------------
                                     Name: Karen E. Weathers
                                     Title: Vice President


                                     WACHOVIA BANK, N.A.


                                     By:   /s/ Paige Mesaros
                                         ---------------------------------------
                                     Name: Paige Mesaros
                                     Title: Vice President


                                     THE BANK OF NEW YORK


                                     By:   /s/ John-Paul Marotta
                                         ---------------------------------------
                                     Name: John-Paul Marotta
                                     Title: Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>7
<FILENAME>genmills024644_ex99-2.txt
<DESCRIPTION>AMENDMENT NO. 3 TO 364-DAY CREDIT AGREEMENT
<TEXT>
                                                                    EXHIBIT 99.2


                   AMENDMENT NO. 3 TO 364-DAY CREDIT AGREEMENT


         AMENDMENT dated as of August 26, 2002 to the 364-Day Credit Agreement
dated as of January 24, 2001 (as amended prior to the Amendment Effective Date
referred to below, the "AGREEMENT") among GENERAL MILLS, INC. (the "COMPANY"),
SALOMON SMITH BARNEY INC., as Syndication Agent, BARCLAYS BANK PLC and CREDIT
SUISSE FIRST BOSTON, as Co-Documentation Agents, the several financial
institutions from time to time party thereto (the "BANKS"), and JPMORGAN CHASE
BANK, as Administrative Agent (the "AGENT").

                              W I T N E S S E T H :

         WHEREAS, the parties hereto desire to amend the Agreement as set forth
herein;

         NOW, THEREFORE, the parties hereto agree as follows:

         Section 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement has the
meaning assigned to such term in the Agreement. Each reference to "HEREOF",
"HEREUNDER", "HEREIN" and "HEREBY" and each other similar reference and each
reference to "THIS AGREEMENT" and each other similar reference contained in the
Agreement shall, after the Amendment Effective Date, refer to the Agreement as
amended hereby.

         Section 2. Amendments

         (a) The definition of Ratio of Earnings to Fixed Charges in Section
1.01 is amended by adding the following proviso at the end of the first sentence
thereof:

         ; PROVIDED further that for any period which includes one or more of
         the fiscal quarters ended November 25, 2001, February 24, 2002 and May
         26, 2002, such computation shall be adjusted to exclude the effect of
         unusual items in the amounts of $109 million, $39 million and $57
         million, respectively, for such fiscal quarters.

         (b) The first sentence of Section 7.06 is amended to read as follows:

         The Company shall not permit its Ratio of Earnings to Fixed Charges as
         determined for any period of four (4) consecutive fiscal quarters of
         the Company to be less than (i) for any such period ending on or prior

<PAGE>


         to May 26, 2002 or on or after May 25, 2003, 2.5 to 1.0; (ii) for any
         such period ending on August 25, 2002 or November 24, 2002, 2.0 to 1.0
         and (iii) for such period ending on February 23, 2003, 2.25 to 1.0.

         Section 3. REPRESENTATIONS OF COMPANY. The Company represents and
warrants that (i) the representations and warranties of the Company set forth in
Article 5 of the Agreement will be true on and as of the Amendment Effective
Date and (ii) no Default or Event of Default will have occurred and be
continuing on such date.

         Section 4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

         Section 5. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         Section 6. EFFECTIVENESS. This Amendment shall become effective as of
the date hereof on the date ("AMENDMENT EFFECTIVE DATE") when the Agent shall
have received from each of the Company and the Majority Banks a counterpart
hereof signed by such party or facsimile or other written confirmation (in form
satisfactory to the Agent) that such party has signed a counterpart hereof.


                                       2
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.


                                     GENERAL MILLS, INC.


                                     By:   /s/ David VanBenschoten
                                         ---------------------------------------
                                     Name: David VanBenschoten
                                     Title: Vice President and Treasurer


                                     JPMORGAN CHASE BANK,
                                     as Administrative Agent and as a Bank


                                     By:   /s/ B. B. Wuthrich
                                         ---------------------------------------
                                     Name: B. B. Wuthrich
                                     Title: Vice President


                                     BARCLAYS BANK PLC


                                     By:   /s/ L. Peter Yetman
                                         ---------------------------------------
                                     Name: L. Peter Yetman
                                     Title: Director


                                     CREDIT SUISSE FIRST BOSTON


                                     By:   /s/ Karl Studer
                                         ---------------------------------------
                                     Name: Karl Studer
                                     Title: Director

                                     By:   /s/ Karin Zehnder
                                         ---------------------------------------
                                     Name: Karin Zehnder
                                     Title: Assistant Vice President


                                     CITICORP USA, INC.


                                     By:   /s/ Emily Rosenstock Peltz
                                         ---------------------------------------
                                     Name: Emily Rosenstock Peltz
                                     Title: Managing Director

<PAGE>


                                     DEUTSCHE BANK AG NEW YORK
                                     BRANCH AND/OR CAYMAN ISLANDS
                                     BRANCH


                                     By:   /s/ William W. McGinty
                                         ---------------------------------------
                                     Name: William W. McGinty
                                     Title: Director

                                     By:   /s/ Thomas A. Foley
                                         ---------------------------------------
                                     Name: Thomas A. Foley
                                     Title: Vice President


                                     BANK OF AMERICA, N.A.


                                     By:   /s/ David L. Catherall
                                         ---------------------------------------
                                     Name: David L. Catherall
                                     Title: Vice President


                                     THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                     CHICAGO BRANCH


                                     By:   /s/ Patrick McCue
                                         ---------------------------------------
                                     Name: Patrick McCue
                                     Title: Vice President & Manager


                                     ABN AMRO BANK, N.V.


                                     By:   /s/ W. Stephen Jones
                                         ---------------------------------------
                                     Name: W. Stephen Jones
                                     Title: Senior Vice President

                                     By:   /s/ Peter J. Hallan
                                         ---------------------------------------
                                     Name: Peter J. Hallan
                                     Title: Vice President


                                     BNP PARIBAS


                                     By:   /s/ Thomas H. Ambrose
                                         ---------------------------------------
                                     Name: Thomas H. Ambrose
                                     Title: Director

                                     By:   /s/ Christine L. Howatt
                                         ---------------------------------------
                                     Name: Christine L. Howatt
                                     Title: Director

<PAGE>


                                     CREDIT LYONNAIS CHICAGO BRANCH


                                     By:   /s/ Lee E. Greve
                                         ---------------------------------------
                                     Name: Lee E. Greve
                                     Title: First Vice President


                                     FLEET NATIONAL BANK


                                     By:   /s/ Renata Lucia V. Salgado
                                         ---------------------------------------
                                     Name: Renata Lucia V. Salgado
                                     Title: Vice President


                                     HSBC BANK USA


                                     By:   /s/ William B. Murray
                                         ---------------------------------------
                                     Name: William B. Murray
                                     Title: First Vice President


                                     MELLON BANK, N.A.


                                     By:   /s/ Louis E. Flori
                                         ---------------------------------------
                                     Name: Louis E. Flori
                                     Title: Vice President


                                     SUNTRUST BANK


                                     By:   /s/ Michael Pugsley
                                         ---------------------------------------
                                     Name: Michael Pugsley
                                     Title: Vice President

<PAGE>


                                     WELLS FARGO BANK NATIONAL ASSOCIATION


                                     By:   /s/ Molly S. Van Metre
                                         ---------------------------------------
                                     Name: Molly S. Van Metre
                                     Title: Vice President and Senior Banker

                                     By:   /s/ James D. Heinz
                                         ---------------------------------------
                                     Name: James D. Heinz
                                     Title: Senior Vice President


                                     MERRILL LYNCH BANK USA


                                     By:   /s/ D. Kevin Imlay
                                         ---------------------------------------
                                     Name: D. Kevin Imlay
                                     Title: Senior Credit Officer


                                     BANCA HAPOALIM B.M.


                                     By:   /s/ Marc Bosc
                                         ---------------------------------------
                                     Name: Marc Bosc
                                     Title: Vice President

                                     By:   /s/ Lewroy Hackett
                                         ---------------------------------------
                                     Name: Lewroy Hackett
                                     Title: Vice President


                                     BANCA NAZIONALE DEL LAVORO, SPA,
                                     NEW YORK BRANCH


                                     By:   /s/ Francesco DiMario
                                         ---------------------------------------
                                     Name: Francesco DiMario
                                     Title: Vice President

                                     By:   /s/ Carlo Vecchi
                                         ---------------------------------------
                                     Name: Carlo Vecchi
                                     Title: Senior Vice President

<PAGE>


                                     THE BANK OF NEW YORK


                                     By:   /s/ John-Paul Marotta
                                         ---------------------------------------
                                     Name: John-Paul Marotta
                                     Title: Vice President


                                     U.S. BANK NATIONAL ASSOCIATION


                                     By:   /s/ Karen E. Weathers
                                         ---------------------------------------
                                     Name: Karen E. Weathers
                                     Title: Vice President


                                     UFJ BANK, LIMITED


                                     By:   /s/ Lee E. Prewitt
                                         ---------------------------------------
                                     Name: Lee E. Prewitt
                                     Title: Vice President


                                     MIZUHO CORPORATE BANK, LTD. As
                                     Successor to THE FUJI BANK, LIMITED and
                                     THE DAI-ICHI KANGYO BANK


                                     By:   /s/ Peter L. Chinnici
                                         ---------------------------------------
                                     Name: Peter L. Chinnici
                                     Title: Senior Vice President & Group Head


                                     COOPERATIEVE CENTRALE RAIFFEISEN-
                                     BOERENLEENBANK B.A., "RABOBANK
                                     NEDERLAND", NEW YORK BRANCH


                                     By:   /s/ W. Pieter C. Kodde
                                         ---------------------------------------
                                     Name: W. Pieter C. Kodde
                                     Title: Managing Director

                                     By:   /s/ David W. Nelson
                                         ---------------------------------------
                                     Name: David W. Nelson
                                     Title: Managing Director

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>8
<FILENAME>genmills024644_ex99-3.txt
<DESCRIPTION>AMENDMENT NO. 2 TO CREDIT AGREEMENT
<TEXT>
                                                                    EXHIBIT 99.3


                       AMENDMENT NO. 2 TO CREDIT AGREEMENT


         This Amendment No. 2 (this "Amendment") is entered into as of September
27, 2002 by and among General Mills, Inc., a Delaware corporation (the
"Company"), the several financial institutions party hereto (collectively, the
"Banks"; individually, a "Bank"), JPMorgan Chase Bank (as successor in interest
to Morgan Guaranty Trust Company of New York), as Administrative Agent,
Citibank, N.A., as Syndication Agent, and UBS AG, Stamford Branch and Deutsche
Bank AG New York Branch, as Co-Documentation Agents.

                                    RECITALS

         A. The Company, the Agents and the Banks are party to that certain
364-Day Credit Agreement dated as of October 30, 2001 (as amended the "Credit
Agreement"). Unless otherwise specified herein, capitalized terms used in this
Amendment shall have the meanings ascribed to them by the Credit Agreement.

         B. The Company, the Agents and the Banks wish to amend the Credit
Agreement on the terms and conditions set forth below.

         Now, therefore, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:

                  1. Amendment to Credit Agreement. Upon the "Effective Date"
(as defined below), the Credit Agreement shall be amended as follows:

                           (a) The definition of "Revolving Termination Date"
         set forth in Section 1.01 of the Credit Agreement shall be amended by
         deleting the date "October 29, 2002" set forth in clause (a) thereof
         and replacing such date with the date "January 31, 2003."

                           (b) Section 2.08(a) of the Credit Agreement shall be
         amended by inserting the following proviso at the end of such Section:

                                    ; provided further that any Loan which is
                  outstanding on December 31, 2002 shall bear interest on the
                  outstanding principal amount thereof at a rate per annum equal
                  to the Offshore Rate or the Base Rate, as the case may be,
                  plus the Applicable Margin, plus 0.40% for a period of (i) if
                  such Loan is outstanding for the seven days from and including
                  December 31, 2002, such seven days or (ii) if such Loan is not
                  outstanding for such seven day period, for the period (not to
                  exceed seven days) during which such Loan is outstanding,
                  including first successive days from and after December 30,
                  2002 during which such Loan is outstanding and then (to the
                  extent necessary to reach seven days (or such lesser number of
                  days during which such Loan is outstanding) in the aggregate)

<PAGE>


                  including in reverse chronological order days from and
                  including December 29, 2002 during which such Loan is
                  outstanding.

                  2. Representations and Warranties of the Company. The Company
represents and warrants that:

                           (a) The Company has the requisite power and authority
         and legal right to execute and deliver this Amendment and to perform
         its Obligations hereunder. The execution and delivery by the Company of
         this Amendment and the performance of its Obligations hereunder have
         been duly authorized by all necessary corporate action, and this
         Amendment constitutes a legal, valid and binding obligation of the
         Company enforceable against the Company in accordance with its terms,
         except as enforceability may be limited by applicable bankruptcy,
         insolvency or similar law affecting the enforcement of creditors'
         rights generally or by equitable principles relating to enforceability;

                           (b) Each of the representations and warranties
         contained in the Credit Agreement is true and correct in all material
         respects on and as of the date hereof as if made on the date hereof;
         and

                           (c) After giving effect to this Amendment, no Default
         or Event of Default has occurred and is continuing.

                  3. Effective Date. Section 1 of this Amendment shall become
effective upon receipt by the Administrative Agent of all of the following, in
form and substance satisfactory to the Administrative Agent and each Bank and in
sufficient copies for the Administrative Agent and each Bank:

                           (a) this Amendment executed by the Company, each
         Agent and each Bank;

                           (b) copies of the resolutions of the board of
         directors of the Company approving and authorizing the execution,
         delivery and performance by the Company of this Amendment, certified as
         of the date hereof by the Secretary or an Assistant Secretary of the
         Company;

                           (c) A certificate of the Secretary or Assistant
         Secretary of the Company, certifying the names and true signatures of
         the officers of the Company authorized to execute, deliver and perform
         this Amendment and certifying that the articles or certificate of
         incorporation and by-laws of the Company are in full force and effect
         and have not been amended since the Closing Date;

                           (d) A good standing certificate for the Company from
         the Secretary of State of its state of incorporation by facsimile,
         dated the date hereof;

                           (e) An opinion of Elizabeth Wittenberg, Assistant
         General Counsel of the Company, addressed to the Agents and the Banks,
         in form and substance satisfactory to the Administrative Agent;

<PAGE>


                           (f) A certificate signed by a Responsible Officer,
         dated as the date hereof, stating that the representations and
         warranties contained in Article 5 of the Credit Agreement are true and
         correct on and as of such date, as though made on and as of such date;
         and no Default or Event of Default exists; and

                           (g) such other approvals, opinions, documents or
         materials as the Administrative Agent or any Bank may reasonably
         request.

                  4. Reference to and Effect Upon the Credit Agreement.

                           (a) Except as specifically amended above, the Credit
         Agreement and the other Loan Documents shall remain in full force and
         effect and are hereby ratified and confirmed.

                           (b) The execution, delivery and effectiveness of this
         Amendment shall not operate as a waiver of any right, power or remedy
         of any Agent or Bank under the Credit Agreement or any Loan Document,
         nor constitute a waiver of any provision of the Credit Agreement or any
         Loan Document, except as specifically set forth herein. Upon the
         effectiveness of this Amendment, each reference in the Credit Agreement
         to "this Agreement", "hereunder", "hereof", "herein" or words of
         similar import shall mean and be a reference to the Credit Agreement as
         amended hereby.

                  5. Costs and Expenses. The Company hereby affirms its
obligation under Section 10.4 of the Credit Agreement to pay or reimburse Morgan
(including in its capacity as Administrative Agent) within fifteen Business Days
after demand (subject to Section 4.01(e) of the Credit Agreement) for all
reasonable, demonstrable costs and out-of-pocket expenses incurred by Morgan
(including in its capacity as Administrative Agent) in connection with the
development, preparation, delivery and execution of, and any amendment,
supplement, waiver or modification to (in each case, whether or not
consummated), the Credit Agreement, any Loan Document and any other documents
prepared in connection therewith, including but not limited to this Amendment,
and the consummation of the transactions contemplated hereby and thereby,
including the reasonable Attorney Costs incurred by Morgan.

                  6. GOVERNING LAW AND JURISDICTION.

                           (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND
         CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK;
         PROVIDED THAT THE AGENTS AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING
         UNDER FEDERAL LAW.

                           (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
         THIS AMENDMENT AND ANY OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE
         COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE
         SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS
         AGREEMENT, EACH OF THE COMPANY, THE AGENTS AND THE BANKS CONSENTS, FOR
         ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
         JURISDICTION OF THOSE COURTS. EACH OF THE COMPANY, THE AGENTS AND THE
         BANKS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE

<PAGE>


         LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH
         IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
         PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY
         DOCUMENT RELATED HERETO. THE COMPANY, THE AGENTS AND THE BANKS EACH
         WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS,
         WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

                  7. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.

                  8. Counterparts. This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed an original but
all such counterparts shall constitute one and the same instrument.

                            [signature pages follow]

<PAGE>


                  IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date and year first above written.


                                     GENERAL MILLS, INC.


                                     By: /s/ David VanBenschoten
                                         ---------------------------------------
                                     Title: Vice President, Treasurer


                                     JPMORGAN CHASE BANK,
                                     as Administrative Agent and as a Bank


                                     By: /s/ B.B. Wuthrich
                                         ---------------------------------------
                                     Title: Vice President


                                     CITIBANK, N.A.,
                                     as Syndication Agent


                                     By: /s/ Anita J. Brickell
                                         ---------------------------------------
                                     Name: Anita J. Brickell
                                           -------------------------------------
                                     Title: Vice President
                                            ------------------------------------


                                     UBS AG, STAMFORD BRANCH, as Co-
                                     Documentation Agent and as a Bank


                                     By: /s/ Patricia O'Kicki
                                         ---------------------------------------
                                     Name: Patricia O'Kicki
                                           -------------------------------------
                                     Title: Director Banking Products Services
                                            ------------------------------------

                                     By: /s/ Wilfred V. Saint
                                         ---------------------------------------
                                     Name: Wilfred V. Saint
                                           -------------------------------------
                                     Title: Associate Director
                                            ------------------------------------



  [Signature Page to Amendment No. 2 to 364-Day General Mills Credit Agreement]

<PAGE>


                                     DEUTSCHE BANK AG NEW YORK BRANCH,
                                     as Co-Documentation Agent and as a Bank


                                     By: /s/ William W. McGinty
                                         ---------------------------------------
                                     Name: William W. McGinty
                                           -------------------------------------
                                     Title: Director
                                            ------------------------------------

                                     By: /s/ Thomas A. Foley
                                         ---------------------------------------
                                     Name: Thomas A. Foley
                                           -------------------------------------
                                     Title: Vice President
                                            ------------------------------------


                                     CITICORP USA, INC.,
                                     as a Bank


                                     By: /s/ Mary O'Connell
                                         ---------------------------------------
                                     Title: Director
                                            ------------------------------------


                                     BANK OF AMERICA, N.A.,
                                     as a Bank


                                     By: /s/ David L. Cartherall
                                         ---------------------------------------
                                     Title: Vice President
                                            ------------------------------------


                                     BARCLAYS BANK PLC,
                                     as a Bank


                                     By: /s/ Douglas Bernegger
                                         ---------------------------------------
                                     Title:
                                            ------------------------------------


                                     CREDIT SUISSE FIRST BOSTON,
                                     as a Bank


                                     By: /s/ Karl Studer
                                         ---------------------------------------
                                     Title: Director
                                            ------------------------------------

                                     By: /s/ Albert Heer
                                         ---------------------------------------
                                     Title: Vice President
                                            ------------------------------------



  [Signature Page to Amendment No. 2 to 364-Day General Mills Credit Agreement]

<PAGE>


                                     AIB INTERNATIONAL FINANCE,
                                     as a Bank


                                     By: /s/ Grace Gilligan
                                         ---------------------------------------
                                     Title: Manager
                                            ------------------------------------

                                     By: /s/ Peter L. Nugent
                                         ---------------------------------------
                                     Title: Director
                                            ------------------------------------


                                     BANCA NAZIONALE DEL LAVORO, SPA
                                     as a Bank


                                     By: /s/ Francesco Di Mario
                                         ---------------------------------------
                                     Title: Vice President
                                            ------------------------------------

                                     By: /s/ Leonardo Valentini
                                         ---------------------------------------
                                     Title: First Vice President
                                            ------------------------------------


                                     BANQUE ET CAJSSE D'EPARGNE,
                                     as a Bank


                                     By: /s/ John Dhur
                                         ---------------------------------------
                                     Title: Senior Vice-President
                                            ------------------------------------

                                     By: /s/ Luc Hieronimy
                                         ---------------------------------------
                                     Title: Chief adjoint du Service, Financial
                                            Institutions
                                            ------------------------------------


                                     MIZUHO CORPORATE BANK, LTD. As
                                     Successor to DAI-ICHI KANGYO BANK,
                                     as a Bank


                                     By: /s/ Peter L. Chinnici
                                         ---------------------------------------
                                     Title: Senior Vice President & Group Head
                                            ------------------------------------


                                     FARM CREDIT BANK OF WICHITA,
                                     as a Bank


                                     By: /s/ Patrick Zeka
                                         ---------------------------------------
                                     Title: Vice President
                                            ------------------------------------



  [Signature Page to Amendment No. 2 to 364-Day General Mills Credit Agreement]

<PAGE>


                                     FARM CREDIT SERVICES OF AMERICA, PCA,
                                     as a Bank


                                     By: /s/ Steve L. Moore
                                         ---------------------------------------
                                     Title: Vice President
                                            ------------------------------------


                                     SUMITOMO MITSUI BANKING
                                     CORPORATION,
                                     as a Bank


                                     By: /s/ Edward D. Henderson, Jr.
                                         ---------------------------------------
                                     Title: Joint General Manager
                                            ------------------------------------

                                     UFJ BANK LIMITED,
                                     as a Bank


                                     By: /s/ Lee E. Prewitt
                                         ---------------------------------------
                                     Title: Vice President
                                            ------------------------------------



  [Signature Page to Amendment No. 2 to 364-Day General Mills Credit Agreement]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>9
<FILENAME>genmills024644_ex99-4.txt
<DESCRIPTION>AMENDMENT NO. 3 TO CREDIT AGREEMENT
<TEXT>
                                                                    EXHIBIT 99.4


                       AMENDMENT NO. 3 TO CREDIT AGREEMENT

         This Amendment No. 3 (this "Amendment") is entered into as of August
26, 2002 by and among General Mills, Inc., a Delaware corporation (the
"Company"), the several financial institutions party hereto (collectively, the
"Banks"; individually, a "Bank"), JPMorgan Chase Bank (as successor in interest
to Morgan Guaranty Trust Company of New York), as Administrative Agent,
Citibank, N.A., as Syndication Agent, and UBS AG, Stamford Branch and Deutsche
Bank AG New York Branch, as Co-Documentation Agents.

                                    RECITALS

         A. The Company, the Agents and the Banks are party to that certain
364-Day Credit Agreement dated as of October 30, 2001 (as amended the "Credit
Agreement"). Unless otherwise specified herein, capitalized terms used in this
Amendment shall have the meanings ascribed to them by the Credit Agreement.

         B. The Company, the Agents and the Banks wish to amend the Credit
Agreement on the terms and conditions set forth below.

         Now, therefore, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:

                  1. Amendment to Credit Agreement. Upon the "Effective Date"
(as defined below), the Credit Agreement shall be amended as follows:

                           (a) The definition of Ratio of Earnings to Fixed
         Charges in Section 1.01 is amended by adding the following proviso at
         the end of the first sentence thereof:

                           ; PROVIDED further that for any period which includes
         one or more of the fiscal quarters ended November 25, 2001, February
         24, 2002 and May 26, 2002, such computation shall be adjusted to
         exclude the effect of unusual items in the amounts of $109 million, $39
         million and $57 million, respectively, for such fiscal quarters.

                           (b) The first sentence of Section 7.06 is amended to
         read as follows:

                           The Company shall not permit its Ratio of Earnings to
         Fixed Charges as determined for any period of four (4) consecutive
         fiscal quarters of the Company to be less than (i) for any such period
         ending on or prior to May 26, 2002 or on or after May 25, 2003, 2.5 to
         1.0; (ii) for any such period ending on August 25, 2002 or November 24,
         2002, 2.0 to 1.0 and (iii) for such period ending on February 23, 2003,
         2.25 to 1.0.

                  2. Representations and Warranties of the Company. The Company
represents and warrants that:

<PAGE>


                           (a) The Company has the requisite power and authority
         and legal right to execute and deliver this Amendment and to perform
         its Obligations hereunder. The execution and delivery by the Company of
         this Amendment and the performance of its Obligations hereunder have
         been duly authorized by all necessary corporate action, and this
         Amendment constitutes a legal, valid and binding obligation of the
         Company enforceable against the Company in accordance with its terms,
         except as enforceability may be limited by applicable bankruptcy,
         insolvency or similar law affecting the enforcement of creditors'
         rights generally or by equitable principles relating to enforceability;

                           (b) Each of the representations and warranties
         contained in the Credit Agreement is true and correct in all material
         respects on and as of the date hereof as if made on the date hereof;
         and

                           (c) After giving effect to this Amendment, no Default
         or Event of Default has occurred and is continuing.

                  3. Effective Date. Section 1 of this Amendment shall become
effective upon receipt by the Administrative Agent of this Amendment executed by
the Company and the Majority Banks.

                  4. Reference to and Effect Upon the Credit Agreement.

                           (a) Except as specifically amended above, the Credit
         Agreement and the other Loan Documents shall remain in full force and
         effect and are hereby ratified and confirmed.

                           (b) The execution, delivery and effectiveness of this
         Amendment shall not operate as a waiver of any right, power or remedy
         of any Agent or Bank under the Credit Agreement or any Loan Document,
         nor constitute a waiver of any provision of the Credit Agreement or any
         Loan Document, except as specifically set forth herein. Upon the
         effectiveness of this Amendment, each reference in the Credit Agreement
         to "this Agreement", "hereunder", "hereof", "herein" or words of
         similar import shall mean and be a reference to the Credit Agreement as
         amended hereby.

                  5. Costs and Expenses. The Company hereby affirms its
obligation under Section 10.4 of the Credit Agreement to pay or reimburse Morgan
(including in its capacity as Administrative Agent) within fifteen Business Days
after demand (subject to Section 4.01(e) of the Credit Agreement) for all
reasonable, demonstrable costs and out-of-pocket expenses incurred by Morgan
(including in its capacity as Administrative Agent) in connection with the
development, preparation, delivery and execution of, and any amendment,
supplement, waiver or modification to (in each case, whether or not
consummated), the Credit Agreement, any Loan Document and any other documents
prepared in connection therewith, including but not limited to this Amendment,
and the consummation of the transactions contemplated hereby and thereby,
including the reasonable Attorney Costs incurred by Morgan.

<PAGE>


                  6. GOVERNING LAW AND JURISDICTION.

                           (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND
         CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK;
         PROVIDED THAT THE AGENTS AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING
         UNDER FEDERAL LAW.

                           (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
         THIS AMENDMENT AND ANY OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE
         COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE
         SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS
         AGREEMENT, EACH OF THE COMPANY, THE AGENTS AND THE BANKS CONSENTS, FOR
         ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
         JURISDICTION OF THOSE COURTS. EACH OF THE COMPANY, THE AGENTS AND THE
         BANKS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
         LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH
         IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
         PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY
         DOCUMENT RELATED HERETO. THE COMPANY, THE AGENTS AND THE BANKS EACH
         WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS,
         WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

                  7. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.

                  8. Counterparts. This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed an original but
all such counterparts shall constitute one and the same instrument.

                            [signature pages follow]

<PAGE>


                  IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date and year first above written.


                                     GENERAL MILLS, INC.


                                     By: /s/ David VanBenschoten
                                         ---------------------------------------
                                     Title: Vice President, Treasurer


                                     JPMORGAN CHASE BANK,
                                     as Administrative Agent and as a Bank


                                     By: /s/ B. B. Wuthrich
                                         ---------------------------------------
                                     Title: Vice President
                                            ------------------------------------


                                     CITIBANK, N.A.,
                                     as Syndication Agent


                                     By: /s/ Anita J. Brickell
                                         ---------------------------------------
                                     Name: Anita J. Brickell
                                           -------------------------------------
                                     Title: Vice President
                                            ------------------------------------


                                     UBS AG, STAMFORD BRANCH, as Co-
                                     Documentation Agent and as a Bank


                                     By: /s/ Patricia O'Kicki
                                         ---------------------------------------
                                     Name: Patricia O'Kicki
                                           -------------------------------------
                                     Title: Director, Banking Products Services
                                            ------------------------------------


                                     By: /s/ Wilfred V. Saint
                                         ---------------------------------------
                                     Name: Wilfred V. Saint
                                           -------------------------------------
                                     Title: Associate Director, Banking
                                            Products Services US
                                            ------------------------------------



  [Signature Page to Amendment No. 3 to 364-Day General Mills Credit Agreement]

<PAGE>


                                     DEUTSCHE BANK AG NEW YORK BRANCH,
                                     as Co-Documentation Agent and as a Bank


                                     By: /s/ William W. McGinty
                                         ---------------------------------------
                                     Name: William W. McGinty
                                           -------------------------------------
                                     Title: Director
                                            ------------------------------------

                                     By: /s/ Thomas A. Foley
                                         ---------------------------------------
                                     Name: Thomas A. Foley
                                           -------------------------------------
                                     Title: Vice President
                                            ------------------------------------


                                     CITICORP USA, INC.,
                                     as a Bank


                                     By: /s/ Emily Rosenstock Peltz
                                         ---------------------------------------
                                     Name: Emily Rosenstock Peltz
                                           -------------------------------------
                                     Title: Managing Director
                                            ------------------------------------


                                     BANK OF AMERICA, N.A.,
                                     as a Bank


                                     By: /s/ David Catherall
                                         ---------------------------------------
                                     Title: Vice President
                                            ------------------------------------


                                     BARCLAYS BANK PLC,
                                     as a Bank


                                     By: /s/ L. Peter Yetman
                                         ---------------------------------------
                                     Title: Director
                                            ------------------------------------


                                     CREDIT SUISSE FIRST BOSTON,
                                     as a Bank


                                     By: /s/ Karl Studer
                                         ---------------------------------------
                                     Title: Director
                                            ------------------------------------

                                     By: /s/ Karin Zehnder
                                         ---------------------------------------
                                     Title: Assistant Vice President
                                            ------------------------------------



  [Signature Page to Amendment No. 3 to 364-Day General Mills Credit Agreement]

<PAGE>


                                     AIB INTERNATIONAL FINANCE,
                                     as a Bank


                                     By: /s/ Grace Gilligan
                                         ---------------------------------------
                                     Title: Manager
                                            ------------------------------------


                                     BANCA NAZIONALE DEL LAVORO, SPA,
                                     as a Bank


                                     By:
                                         ---------------------------------------
                                     Title:
                                            ------------------------------------


                                     BANQUE ET CAISSE D'EPARGNE,
                                     as a Bank


                                     By: /s/ Jean Pierre Thein
                                         ---------------------------------------
                                     Title: Deputy Head of Department
                                            ------------------------------------

                                     By: /s/ John Dhur
                                         ---------------------------------------
                                     Title: Directeur adjoint Chef de Service
                                            ------------------------------------


                                     MIZUHO CORPORATE BANK, LTD., As Successor
                                     to DAI-ICHI KANGYO BANK


                                     By: /s/ Peter L. Chinnici
                                         ---------------------------------------
                                     Title: Senior Vice President and Group Head
                                            ------------------------------------



                                     FARM CREDIT BANK OF WICHITA,
                                     as a Bank


                                     By:
                                         ---------------------------------------
                                     Title:
                                            ------------------------------------



  [Signature Page to Amendment No. 3 to 364-Day General Mills Credit Agreement]

<PAGE>


                                     FARM CREDIT SERVICE OF AMERICA, PCA,
                                     as a Bank


                                     By:
                                         ---------------------------------------
                                     Title:
                                            ------------------------------------


                                     SUMITOMO MITSUI BANKING CORPORATION,
                                     as a Bank


                                     By:
                                         ---------------------------------------
                                     Title:
                                            ------------------------------------


                                     UFJ BANK LIMITED,
                                     as a Bank


                                     By: Lee E. Prewitt
                                         ---------------------------------------
                                     Title: Vice President
                                            ------------------------------------



  [Signature Page to Amendment No. 3 to 364-Day General Mills Credit Agreement]

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
