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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000897101-02-000436.txt : 20020610
<SEC-HEADER>0000897101-02-000436.hdr.sgml : 20020610
<ACCEPTANCE-DATETIME>20020607114029
ACCESSION NUMBER:		0000897101-02-000436
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20020607
EFFECTIVENESS DATE:		20020607

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:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-90010
		FILM NUMBER:		02673176

	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>S-8
<SEQUENCE>1
<FILENAME>genmills022751_s8.txt
<DESCRIPTION>GENERAL MILLS, INC. FORM S-8
<TEXT>
            As filed with the Securities and Exchange Commission on June 7, 2002
                                                    Registration No. 333-_______

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                           --------------------------

                               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, Minnesota 55426
          (Address, including zip code, of principal executive offices)
                                 (763) 764-7600
              (Registrant's telephone number, including area code)
                            -------------------------

                               General Mills, Inc.
                            1998 Employee Stock Plan
                            (Full title of the plan)

                            -------------------------
                             SIRI S. MARSHALL, Esq.
              Senior Vice President, General Counsel and Secretary
                         Number One General Mills Blvd.
                          Minneapolis, Minnesota 55426
                                 (763) 764-7230
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                           --------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================================================
                                                                Proposed           Proposed Maxi-
                                                Amount           Maximum           mum Aggregate
           Title of Securities                  to be        Offering Price           Offering             Amount of
             to be Registered               Registered (1)    Per Share (2)          Price (2)          Registration Fee
==========================================================================================================================
<S>                                           <C>                <C>                <C>                    <C>
     Common Stock $.10 par value (3)          10,000,000         $44.745            $447,450,000           $41,165.40

==========================================================================================================================
</TABLE>

(1) The number of shares being registered represents shares of common stock,
    which may be issued under the General Mills, Inc. 1998 Employee Stock Plan,
    in addition to shares previously registered. Pursuant to Rule 416(a), also
    covers additional securities that may be issued as a result of stock splits,
    stock dividends or similar transactions.
(2) This amount is estimated only to determine the amount of the registration
    fee pursuant to Rule 457(h). The actual aggregate offering price could be
    higher or lower. The proposed maximum offering price is based upon the
    average of the high and low prices of the Registrant's Common Stock as
    reported on the New York Stock Exchange on June 5, 2002.
(3) Each share of Common Stock also includes a purchase right pursuant to the
    Registrant's shareholder rights plan.

This Registration Statement will become effective immediately upon filing
pursuant to Rule 462.

Pursuant to General Instruction E of the General Instructions to Form S-8, this
Registration Statement incorporates by reference the contents of the
Registrant's Registration Statement on Form S-8 (File No. 33-65311).
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

Certain legal matters in connection with the shares of Common Stock to which
this Registration Statement relates have been passed upon by Elizabeth L.
Wittenberg, Associate General Counsel and Assistant Secretary of the Company.
Ms. Wittenberg is eligible to participate in the Company's 1998 Employee Stock
Plan and owns, directly or indirectly, shares of Common Stock of the Company.


Item 8. Exhibits.

Exhibit
Number             Description
- -------            -----------

5                  Opinion of Counsel re legality (Consent of Counsel included
                   therein)

23.1               Consent of KPMG LLP

23.2               Consent of Counsel (included in the opinion filed as Exhibit
                   5 to this Registration Statement).

24                 Powers of Attorney
<PAGE>


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Golden Valley (Minneapolis), State of Minnesota, on
the 6th day of June, 2002

              GENERAL MILLS, INC.           )
                                            )
                                            )
              By   Stephen W. Sanger        )         /s/ Siri S. Marshall
                 ----------------------     )       ------------------------
                 Chairman of the Board and  )             Siri S. Marshall
                 Chief Executive Officer    )             Attorney-in-fact


        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

    Signature               Title                     )
    ---------               -----                     )
                                                      )
Stephen W. Sanger      Chairman of the Board          )
                        and Chief Executive Officer   )
Stephen R. Demeritt    Vice Chairman                  )
L. D. DeSimone         Director                       )
William T. Esrey       Director                       )
Raymond V. Gilmartin   Director                       )   /s/ Siri S. Marshall
                                                      )-------------------------
Judith Richards Hope   Director                       )        Siri S. Marshall
Robert L. Johnson      Director                       )        Attorney-in-fact
John M. Keenan         Director                       )            June 6, 2002
Heidi G. Miller        Director                       )
A. Michael Spence      Director                       )
Dorothy A. Terrell     Director                       )
Raymond G. Viault      Vice Chairman                  )
Paul S. Walsh          Director                       )

/s/ Kenneth L. Thome   Senior Vice President,                  June 6, 2002
- --------------------   Financial Operations
    Kenneth L. Thome   (Principal Accounting Officer)

<PAGE>


                                  EXHIBIT INDEX
                                  -------------


  Exhibit Number                  Description
  --------------                  -----------

         5        Opinion of Counsel re Legality (Consent of Counsel included
                  therein)

         23.1     Consent of KPMG LLP

         23.2     Consent of Counsel (included in the opinion filed as Exhibit 5
                  to this Registration Statement)

         24       Powers of Attorney

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>genmills022751_ex5.txt
<DESCRIPTION>LETTER TO THE SEC
<TEXT>
ELIZABETH L. WITTENBERG
Assistant General Counsel
Assistant Secretary
Telephone:  (763) 764-2167
Facsimile:  (763) 764-5011



June 7, 2002                                                           Exhibit 5
                                                                       ---------
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, DC  20549-1004

Re:      General Mills, Inc. Registration Statement on Form S-8
         1998 Employee Stock Plan

To the Commission:

I am Associate General Counsel and Assistant Secretary of General Mills, Inc.
(the "Company"), and I am fully familiar with its business and affairs. I have
acted as counsel to the Company in connection with the filing under the
Securities Act of 1933 of the Registration Statement on Form S-8 relating to the
Company's 1998 Employee Stock Plan. In such capacity, I have examined originals
or copies, certified or otherwise identified to my satisfaction, of such
documents, corporate records and other instruments relating to such securities
as I have deemed necessary or appropriate in connection with this opinion,
including the following: (a) the Certificate of Incorporation of the Company as
presently in effect; (b) the By-Laws of the Company; and (c) the records of
corporate proceedings of the stockholders and Board of Directors of the Company
relating to the authorization and issuance of its stock.

Based on the foregoing, I am of the opinion that the shares of common stock of
the Company covered by this Registration Statement, when issued in accordance
with the proper corporate authorizations, will be legally issued, fully paid and
non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. I also consent to the references to me under the captions "Interests
of Named Experts and Counsel" contained in the Registration Statement.

                                                     Very truly yours,

                                                     /s/ Elizabeth L. Wittenberg

                                                     Elizabeth L. Wittenberg

ELW/bg

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>genmills022751_ex23-1.txt
<DESCRIPTION>INDEPENDENT AUDITOR'S CONSENT
<TEXT>
                                                                    EXHIBIT 23.1

                          INDEPENDENT AUDITOR'S CONSENT


The Board of Directors
General Mills, Inc.:

We consent to the use of our reports dated June 25, 2001 with respect to the
consolidated financial statements of General Mills, Inc. incorporated by
reference herein.

We consent to the use of our report dated November 7, 2001, relating to the
combined balance sheets of The Pillsbury Company, its subsidiaries and its
related entities, a Business of Diageo plc., as of June 30, 2001 and 2000, and
the related combined statements of operations, stockholders' deficit and
comprehensive income (loss), and cash flows for each of the fiscal years in the
three-year period ended June 30, 2001, incorporated by reference herein.

                                    /s/ KPMG

Minneapolis, Minnesota
June 7, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>6
<FILENAME>genmills022751_ex24.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
                                                                      EXHIBIT 24


                                POWER OF ATTORNEY


I appoint J.A. Lawrence, S.S. Marshall and K.L. Thome, together and separately,
to be my attorneys-in-fact. This means they may, in my place:

*   sign the registration statement on Form S-8 covering the General Mills, Inc.
    1998 Employee Stock Plan and the General Mills, Inc. 1998 Senior Management
    Stock Plan and any amendments thereto;

*   file Form S-8 (with exhibits and related documents) and any amendments
    thereto;

*   perform the acts that need to be done concerning these filings; and

*   name others to take their place.

I am responsible for everything my attorneys-in-fact do when acting lawfully
within the scope of this Power of Attorney.


                                                     /s/ Stephen R. Demeritt
                                                   -----------------------------
                                                     Stephen R. Demeritt
                                                     Dated:  December 17, 2001


                                                     /s/ L. D. DeSimone
                                                   -----------------------------
                                                     L. D. DeSimone
                                                     Dated:  December 17, 2001


                                                     /s/ William T. Esrey
                                                   -----------------------------
                                                     William T. Esrey
                                                     Dated:  December 17, 2001


                                                     /s/ Raymond V. Gilmartin
                                                   -----------------------------
                                                     Raymond V. Gilmartin
                                                     Dated:  December 17, 2001
<PAGE>


                                                     /s/ Judith Richards Hope
                                                   -----------------------------
                                                     Judith Richards Hope
                                                     Dated:  December 17, 2001


                                                     /s/ Robert L. Johnson
                                                   -----------------------------
                                                     Robert L. Johnson
                                                     Dated:  December 17, 2001


                                                     /s/ John Keenan
                                                   -----------------------------
                                                     John Keenan
                                                     Dated:  December 17, 2001


                                                     /s/ Heidi G. Miller
                                                   -----------------------------
                                                     Heidi G. Miller
                                                     Dated:  December 17, 2001


                                                     /s/ Stephen W. Sanger
                                                   -----------------------------
                                                     Stephen W. Sanger
                                                     Dated:  December 17, 2001


                                                     Dr. A. Michael Spence
                                                   -----------------------------
                                                     Dr. A. Michael Spence
                                                     Dated:  December 17, 2001


                                                     /s/ Dorothy A. Terrell
                                                   -----------------------------
                                                     Dorothy A. Terrell
                                                     Dated:  December 17, 2001


                                                     /s/ Raymond G. Viault
                                                   -----------------------------
                                                     Raymond G. Viault
                                                     Dated:  December 17, 2001


                                                     /s/ Paul S. Walsh
                                                   -----------------------------
                                                     Paul S. Walsh
                                                     Dated:  December 17, 2001

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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