UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    FORM 8-K

                                 CURRENT REPORT


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




       Date of Report (Date of earliest event reported): January 28, 1997

                               GENERAL MILLS, INC.

             (Exact name of registrant as specified in its charter)



         Delaware                  1-1185                      41-0274440
(State of Incorporation)   (Commission File Number)          (IRS Employer 
                                                          Identification No.)


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

Registrant's telephone number, including area code:  (612) 540-2311







<PAGE>


Item 5.  Other Events.

              General Mills hereby updates the pro forma  financial  information
contained in the proxy statement/prospectus included on pages 11, 12 and 30
through 34 of the Company's Registration Statement on Form S-4 (File
No. 333-18849) effective December 27, 1996:


                      Summary Selected Unaudited Pro Forma
                              Financial Information

     In the table below,  we attempt to illustrate  the  financial  results that
might have occurred if the spinoff and the merger had been completed previously.
We present combined balance sheet information of General Mills and Ralcorp as of
November  24,  1996,  as if the  spinoff  and the merger had been  completed  on
November  24, 1996.  We present  combined  earnings  statement  information  for
General  Mills and  Ralcorp  for the fiscal  year ended May 26,  1996 and the 26
weeks  ended  November  24,  1996,  as if the  spinoff  and the  merger had been
completed on May 29, 1995.

     It is important to remember that this information is hypothetical, and does
not  necessarily  reflect the  financial  performance  that would have  actually
resulted if the spinoff and the merger had been completed on those dates.  It is
also important to remember that this  information  does not necessarily  reflect
future financial performance if the spinoff and the merger actually occur.

     Please see "UNAUDITED PRO FORMA CONDENSED COMBINED  FINANCIAL  INFORMATION"
for a more detailed explanation of this analysis.

                                              26 Weeks Ended      Year Ended
                                                November 24,         May 26,
                                                   1996                1996
                                            --------------------  ----------
                                                      (In millions, except
                                                          per share data)
Earnings Statement Information:
   Sales                                        $3,098.5            $5,809.6
   Earnings from continuing operations             268.5               486.8
   Earnings from continuing operations 
     per common share                               1.65                2.97
   Dividends declared per common share              1.00                1.91

                                                                  November 24,
                                                                       1996
                                                                  (In millions,
                                                                    except per
                                                                    share data)
Balance Sheet Information:
   Total assets                                                      $4,058.4
   Long-term debt, excluding current portion                          1,332.8
   Shareholders' equity                                                 570.6
   Book value per common share                                           3.54


                           Comparative Per Share Data

     In the table below,  we provided you with certain  historical and pro forma
per share  financial  information  as of and for the 26 weeks ended November 24,
1996,  and for the year  ended May 26,  1996.  Ralcorp  historical  data and New
Ralcorp data are as of and for the six months ended  December 31, 1996,  and for
the 12-month period ended June 30, 1996. We prepared the General Mills pro forma
combined  amounts based on the purchase  method of accounting  and a preliminary
allocation of the purchase price.

     It is important that when you read this information, you read along with it
the consolidated  financial  statements and accompanying  Notes of General Mills
and  Ralcorp  included  in the  documents  described  on  page  74 of the  Proxy
Statement-Prospectus  dated  December  27,  1996 under  "WHERE YOU CAN FIND MORE
INFORMATION."  It is also  important  that  you  read  the pro  forma  condensed
combined  financial  information and  accompanying  discussion and Notes that we
have  included  under   "UNAUDITED  PRO  FORMA  CONDENSED   COMBINED   FINANCIAL
INFORMATION."

                     Ralcorp Pro Forma Per Common Share Data

     The table below compares  historical  amounts per share of Ralcorp with pro
forma amounts for the fraction of a share of General Mills and the full share of
New  Ralcorp  that will be issued  for each old  Ralcorp  share.  The "Total Pro
Forma"  column in the table adds the amounts for the fraction of a General Mills
share and the full New Ralcorp  share to show the total pro forma amount for the
shares  that you will hold after  completion  of the  spinoff and the merger for
each  Ralcorp  share that you held before the  spinoff  and the merger.  We have
assumed for this purpose that General Mills issues .154 of a General Mills share
for each Ralcorp  share.  The actual  fraction of a General  Mills share will be
determined  using a formula and may be higher or lower than .154 of a share.  We
have also assumed in the amounts under the "New Ralcorp" column that the sale of
New Ralcorp's Resort Operations is completed.
<TABLE>
<CAPTION>


                                                                   General Mills
                                                      Ralcorp         Pro Forma                                Total
                                                     Historical   (per .154 share)      New Ralcorp         Pro Forma
<S>                                                   <C>               <C>               <C>                <C>   
Year ended May 26, 1996
Earnings from continuing operations per
   common share                                       $  .27            $.46              $(.97)             $(.51)
Dividends per common share                                 -             .29                  -                .29

26 Weeks ended November 24, 1996
Earnings from continuing operations per
   common share                                        (1.62)            .25              (2.23)             (1.98)
Dividends per common share                                 -             .15                  -                .15

As of November 24, 1996
Book value per common share                             3.69             .55               8.39               8.94

</TABLE>

                  General Mills Pro Forma Per Common Share Data

                                              General Mills      General Mills
                                                 Historical         Pro Forma

Year ended May 26, 1996
Earnings from continuing operations 
     per common share                            $3.00                $2.97
Dividends per common share                        1.91                 1.91

26 weeks ended November 24, 1996
Earnings from continuing operations 
     per common share                             1.62                 1.65
Dividends per common share                        1.00                 1.00

As of November 24, 1996
Book value per common share                       1.54                 3.54



          UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION


     The  unaudited  pro forma  information  set forth below gives effect to the
Branded   Contribution,   the  Internal  Merger,   the  Internal  Spinoff,   the
Distribution  and the  Merger  (as each  such  term is  defined  under  the "THE
PROPOSED TRANSACTONS - General" in the Proxy Statement-Prospectus dated December
27, 1996) as if they had been consummated on November 24, 1996 for balance sheet
presentation purposes and May 29, 1995 for income statement purposes, subject to
the  assumptions  and  adjustments  in the  accompanying  Notes to the pro forma
financial information.

     The pro forma  adjustments  reflecting the  consummation  of the Merger are
based upon the purchase  method of accounting and upon the assumptions set forth
in the Notes hereto, including the exchange of all outstanding shares of Ralcorp
Common  Stock for an aggregate of  approximately  5.1 million  shares of General
Mills Common  Stock.  This pro forma  financial  information  should be read in
conjunction   with  the  financial  data  appearing  under  "SUMMARY"   Selected
Historical  Financial  Information"  in  the  Proxy  Statement-Prospectus  dated
December 27, 1996 and the historical  financial  statements of General Mills and
Ralcorp which have been  incorporated  in the Proxy  Statement-Prospectus  dated
December 27, 1996 by reference. See "WHERE YOU CAN FIND MORE INFORMATION" in the
Proxy  Statement-Prospectus  dated December 27, 1996.  This pro forma  financial
information  should  also be read in  conjunction  with the  combined  financial
statements of the Branded Business and the Notes thereto  contained in the Proxy
Statement-Prospectus dated December 27, 1996.

     The pro forma  adjustments  do not reflect any operating  efficiencies  and
cost savings which may be achievable with respect to the combined companies. The
pro forma adjustments do not include any adjustments to historical sales for any
future price changes nor any  adjustments to selling and marketing  expenses for
any future operating changes.

The  following  information  is not  necessarily  indicative  of  the  financial
position  or  operating  results  that would have  occurred  had the Merger been
consummated  on the dates,  or at the  beginning of the  periods,  for which the
consummation of the Merger is being given effect.  For purposes of preparing the
General Mills' consolidated financial statements, General Mills will establish a
new basis for Ralcorp's  assets and liabilities (as adjusted to reflect only the
assets and  liabilities  of the  Branded  Business)  based upon the fair  values
thereof and the General Mills purchase price,  including the costs of Merger.  A
final determination of required purchase accounting  adjustments,  including the
allocation of the purchase price to the assets acquired and liabilities  assumed
based on their respective fair values, has not yet been made.  Accordingly,  the
purchase  accounting  adjustments made in connection with the development of the
pro forma combined  financial  information  are  preliminary  and have been made
solely for purposes of developing such pro forma combined financial information.
General  Mills will  undertake a study to determine the fair value of certain of
Ralcorp's  assets and  liabilities  (as so adjusted)  and will make  appropriate
purchase  accounting   adjustments  upon  completion  of  that  study.  Assuming
completion  of  the  Merger,  the  actual  financial  position  and  results  of
operations  will  differ,  perhaps  significantly,  from the pro  forma  amounts
reflected herein because of a variety of factors, including access to additional
information,  changes in value,  and changes in  operating  results  between the
dates of the pro forma  financial  data and the date on which the  Merger  takes
place.
<TABLE>

                   PRO FORMA CONDENSED COMBINED BALANCE SHEET
                             As of November 24, 1996
                            (in millions) (unaudited)


                                                                  Branded Business                    Pro Forma (A)
                                                 General Mills         Historical              Merger
                                                    Historical      as adjusted (A)         Adjustments         Combined
<S>                                              <C>                      <C>                 <C>                <C>  
Cash and cash equivalents                        $        28.3                                                       28.3
Receivables, net                                         428.4                                    0.0  (B)          428.4
Inventories                                              396.3             14.9                   0.0  (C)          411.2
Prepaids and other                                       154.3                                                      154.3
Deferred income taxes                                    101.2                                    1.7  (D)          102.9
                                                 -------------            ------              -------            --------
     Total Current Assets                              1,108.5             14.9                   1.7             1,125.1
                                                 -------------             ----               -------             -------
Fixed assets at cost, net                              1,256.4             36.0                   0.0  (E)        1,292.4
Other assets (including goodwill)                      1,066.8             24.4                 549.7  (F)        1,640.9
                                                 -------------             ----                 -----             -------
     Total Assets                                $     3,431.7             75.3                 551.4             4,058.4
                                                 =============             ====                 =====             =======

Accounts payable                                 $       643.1              3.8                  10.0  (G)          656.9
Current portion of long-term debt                        107.5                                    0.0  (H)          107.5
Notes payable                                            421.6                                                      421.6
Accrued taxes                                            141.7                                                      141.7
Accrued payroll                                          101.4                                                      101.4
Other current liabilities                                131.0             25.4                   0.0  (I)          156.4
                                                 -------------             ----               -------            --------
     Total Current Liabilities                         1,546.3             29.2                  10.0             1,585.5
                                                 -------------             ----               -------             -------

Long-term debt                                         1,078.8                                  254.0  (J)        1,332.8
Deferred income taxes                                    243.1                                                      243.1
Deferred income taxes-tax leases                         154.5                                                      154.5
Other liabilities                                        168.4              4.2                  (0.7) (K)          171.9
                                                 -------------            -----               -------            --------
     Total Liabilities                                 3,191.1             33.4                 263.3             3,487.8
                                                 -------------             ----                 -----             -------

Common stock                                             389.6             41.9                 288.1  (L)          719.6
Retained earnings                                      1,506.7                                                    1,506.7
Treasury stock                                        (1,553.6)                                                  (1,553.6)
Unearned compensation and other                          (52.8)                                                     (52.8)
Foreign currency translation                             (49.3)                                                     (49.3)
                                                 -------------            ------              -------            --------
     Total Stockholder's Equity                          240.6             41.9                 288.1               570.6
                                                 -------------             ----                 -----            --------

     Total Liabilities and Equity                $     3,431.7             75.3                 551.4             4,058.4
                                                 =============             ====                 =====             =======

<FN>
 (A) The  accompanying  pro forma condensed  combined balance sheet combines the
     General  Mills  balance  sheet as of  November  24,  1996 with the  Ralcorp
     balance  sheet  (after  giving  effect  to the  Branded  Contribution,  the
     Internal Merger, the Internal Spinoff, and the Distribution) as of December
     31, 1996 as if the Branded Contribution,  the Internal Merger, the Internal
     Spinoff,  the  Distribution  and the  Merger  had all been  consummated  at
     November 24, 1996. The Branded Business  Historical  balance sheet includes
     those  assets  and  liabilities  from the  Ralcorp  balance  sheet that are
     associated with the Branded Business. The associated assets and liabilities
     are either  directly  attributable  to the  Branded  Business  or have been
     allocated to the Branded Business based upon methods considered  reasonable
     by Ralcorp's management.

     While General Mills will acquire all the operations of the Branded Business
     in the Merger,  certain  assets and  liabilities  reflected  in the Branded
     Business  Historical balance sheet will not be transferred to General Mills
     and,  therefore,  are not  reflected  under the  column  "Branded  Business
     Historical as adjusted."

(B)  New Ralcorp will retain and collect all trade  accounts  receivable  of the
     Branded Business as of the Effective Time. Accordingly, the merged business
     will commence with Branded Business trade accounts receivable of zero.

(C)  It is  assumed  that  the  historical  valuation  of the  Branded  Business
     inventories  approximates the new book basis for the merged business, using
     the purchase method of accounting.

(D)  The  estimated  adjustment  for  deferred  taxes is the tax  effect  on the
     difference  between  the new book  basis  and the tax  basis of the  merged
     assets of the Branded Business.

(E)  It is assumed  that the new book basis of the merged  fixed assets from the
     Branded  Business using the purchase method of accounting is  substantially
     the same as the historical net book value to the Branded Business.

(F)  The Goodwill amount of $549.7 million represents the excess of the purchase
     price  paid by  General  Mills  over  the sum of the  amounts  assigned  to
     identifiable assets acquired, less liabilities assumed in the Merger.

(G)  The  accounts-payable  adjustment of $10.0 million  represents  the accrued
     estimated transaction costs to be incurred as the Merger is completed.  The
     costs are primarily General Mills' financial advisory,  legal,  accounting,
     printing and similar expenses.

(H)  The  long-term  debt will not have a current  portion,  as of the Effective
     Time. See Note (J) below.

(I)  Other  current  liabilities  are  valued on the same  basis for the  merged
     business as for the historical balance sheet of the Branded Business.

(J)  The merged business will assume $150.0 million of Ralcorp 8 3/4 % Notes due
     September  15, 2004 plus an estimated  $90.0  million of other Ralcorp debt
     (which  amount is  subject  to  increase  or  decrease  at  Closing)  at an
     effective  rate of 5.6% (after giving  effect to the related  interest-rate
     swap agreements).  The face value of the $150.0 million debt is recorded at
     the  current  market  value of $164.0  million  by the merged  business  in
     accordance  with  purchase  accounting  procedures  as reqired by generally
     accepted accounting principles. The $14 million increase in value is due to
     the lower marginal borrowing rate (approximately 7%) experienced by General
     Mills.  The remaining debt of $90.0 million  approximates  market valuation
     and has been recorded at the same $90.0 million figure.

(K)  The $0.7 million adjustment to other liabilities is the net of two accounts
     (one deferred income,  and one deferred expense) recorded by the historical
     Branded Business, that will have zero basis to the merged business.

(L)  The common stock  adjustment of $288.1 million,  plus the $41.9 million net
     assets of the Branded Business, totals $330.0 million  which represents the
     market  valuation of General  Mills stock to be issued in the merger.  This
     $330.0 plus the face value of $240.0 of  long-term  debt  described in note
     (J) above, equal the aggregate Merger Consideration of $570.0 million.
</FN>
</TABLE>

<TABLE>

               PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
                        26 Weeks Ended November 24, 1996
               (in millions, except per share amount) (unaudited)

<CAPTION>

                                                  General              Branded                     Pro Forma (A)
                                                    Mills              Business                 Merger
                                                 Historical         Historical (A)          Adjustments      Combined
<S>                                              <C>                    <C>                   <C>              <C>    
Sales                                            $     2,875.7            222.8                 0.0  (B)          3,098.5
Cost of sales                                         (1,195.2)           (54.4)                0.0  (C)         (1,249.6)
Selling, general and administrative                   (1,098.2)          (120.9)                0.0  (D)         (1,219.1)
Depreciation and amortization                            (85.9)            (4.6)               (6.9) (E)            (97.4)
Interest, net                                            (47.3)            (3.2)               (5.0) (F)            (55.5)
Unusual items                                            (48.4)                                 0.0                 (48.4)
                                                 -------------          --------              -----            ----------
   Earnings before taxes and earnings
     (losses) of joint ventures                          400.7             39.7               (11.9)                428.5
Income taxes                                            (147.0)           (15.2)                1.5  (G)           (160.7)
Earnings (Losses) from joint ventures                       .7                                                         .7
                                                 -------------          --------              -----            ----------
   Net earnings                                  $       254.4             24.5               (10.4)                268.5
                                                 =============          =======               =====            ==========
Net earnings per share                           $       1.62                N/A                N/A                  1.65
                                                 ============           ========              =====            ==========
Average number of common shares                          157.2               N/A                5.1  (H)            162.3
                                                 =============          ========              =====            ==========
</TABLE>

<TABLE>

               PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
                             Year Ended May 26, 1996
               (in millions, except per share amount) (unaudited)

<CAPTION>

                                                   General             Branded                        Pro Forma (A)
                                                     Mills             Business                Merger
                                                  Historical        Historical (A)          Adjustments      Combined
<S>                                              <C>                   <C>                   <C>              <C>    
Sales                                            $     5,416.0            393.6                 0.0 (B)           5,809.6
Cost of sales                                         (2,241.0)          (107.7)                0.0 (C)          (2,348.7)
Selling, general and administrative                   (2,128.3)          (218.6)                0.0 (D)          (2,346.9)
Depreciation and amortization                           (186.7)            (8.4)              (13.7)(E)            (208.8)
Interest, net                                           (101.4)            (3.9)              (12.6)(F)            (117.9)
Unusual items                                                              (2.5)                                     (2.5)
                                                 -----------           --------              ------           -----------
   Earnings before taxes and earnings
     (losses) of joint ventures                          758.6             52.5               (26.3)                784.8
Income taxes                                            (279.4)           (20.0)                4.2 (G)            (295.2)
Losses from joint ventures                                (2.8)                                                      (2.8)
                                                 -------------          --------             ------           -----------
   Net earnings                                  $       476.4             32.5               (22.1)                486.8
                                                 =============         ========               =====           ===========
Net earnings per share                           $       3.00                N/A                N/A           $      2.97
                                                 ============          =========             ======           ===========
Average number of common shares                          158.9               N/A                5.1                 164.0
                                                 =============         =========             ======           ===========
<FN>
(A)  The accompanying pro forma condensed combined statement of earnings for the
     26 weeks ended  November 24, 1996 combines the General  Mills  statement of
     earnings  for the 26  weeks  ended  November  24,  1996  with  the  Ralcorp
     statement of earnings (after giving effect to the Branded Contribution, the
     Internal Merger,  the Internal  Spinoff,  and the Distribution) for the six
     months  ended  December  31,  1996,  as if the  Branded  Contribution,  the
     Internal Merger, the Internal Spinoff,  the Distribution and the Merger had
     been consummated at May 29, 1995.

     The accompanying pro forma condensed combined statement of earnings for the
     year ended May 26, 1996  combines the General  Mills  statement of earnings
     for the 52 weeks ended May 26, 1996 with the Ralcorp  statement of earnings
     (after giving effect to the Branded Contribution,  the Internal Merger, the
     Internal  Spinoff,  and the  Distribution) for the 12 months ended June 30,
     1996 as if the Branded  Contribution,  the  Internal  Merger,  the Internal
     Spinoff,  the  Distribution  and the Merger had been consummated at May 29,
     1995.

     The  Branded  Business  Historical  statement  of earnings  includes  those
     revenues  and  expenses  from the Ralcorp  statement  of earnings  that are
     associated with the Branded Business.  The associated revenues and expenses
     are either directly attributable to the Branded Business based upon methods
     considered   reasonable  by  Ralcorp's   management.   As  the  transaction
     contemplates the merger of the complete operations of the Branded Business,
     no adjustments are necessary to the Branded business  Historical  statement
     of earnings.

(B)  Sales (and the implicit  selling prices) are all as-reported  historically,
     and have not been adjusted for any proposed future price changes.

(C)  The pro-forma  adjustments  do not reflect any operating  efficiencies  and
     cost savings.  A final  determination of the required  purchase  accounting
     adjustments  has not been made,  and the  earnings  results  will vary from
     those pro-forma earnings shown.

(D)  No  changes  have been  made to  historical  estimated  sales  expense  and
     marketing  expense.  While it is  possible  that  General  Mills  may incur
     significant  additional  promotional  expenditures  in the  first  year for
     introductory  purposes,  such expenditure are deemed  exceptional,  and not
     continuing.

(E)  The $6.9 million and $13.7 million of amortization expense for the 26 weeks
     ended  November  24,  1996 and the year  ended May 26,  1996,  respectively
     represent  the  estimated  amount of  goodwill  amortization  expense to be
     recorded,  assuming  straight line  amortization  of the $549.7  million of
     goodwill, over a life of 40 years.

(F)  The interest adjustment of $5.0 million for the 26 weeks ended November 24,
     1996, when added to the $3.2 million historical  interest expense allocated
     to the  Branded  business,  reflects  26  weeks  estimated  interest  ($8.2
     million)  for the debt  assumed  in the merger - see Note J to the Pro Form
     Condensed Combined Balance Sheet.

     The  adjustment  of $12.6  million for the year ended May 26, 1996,  to the
     added to the $3.9  million  historical  interest  expense  allocated to the
     Branded  Business,  reflects one year's  estimated  total interest  expense
     ($16.5  million) for the debt assumed in the Merger - see Note J to the Pro
     Form Condensed Combined Balance Sheet.

(G)  The adjustment to tax expense results from providing for income tax expense
     at a 39.6% rate (net  combined  federal  and state)  against the pretax pro
     forma adjustments and the Branded Business pretax income,  after taking the
     Branded Business income tax expense into consideration. The amortization of
     goodwill is not deductible and therefore received no tax benefit.

(H)  The  number of shares  of  General  Mills  Common  Stock to be issued  were
     determined  on the  assumption  that General Mills will issue shares with a
     total  market  valuation  of  $330.0  million  (see Note L to the Pro Forma
     Condensed  Combined  Balance  Sheet) at an  estimated  value of $65.00  per
     share.  This results in an  estimated  5,076,923  shares to be issued.  For
     purposes  of the pro  forma  information,  such  shares  were  deemed to be
     outstanding for the entire pro forma period. The actual number of shares of
     General  Mills Common  Stock to be issued in the Merger will be  determined
     using a formula and may be more or less than this amount.
</FN>
</TABLE>





                                   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 hereunto duly authorized.

                                                            GENERAL MILLS, INC.


Dated:  January 28, 1997                          By:  /s/Siri S. Marshall
                                                      --------------------
                                                       Siri S. Marshall
                                                       Senior Vice President 
                                                          and General Counsel
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 33068}]
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

       Date of Report (Date of earliest event reported): January 28, 1997

                               GENERAL MILLS, INC.

             (Exact name of registrant as specified in its charter)

         Delaware                  1-1185                      41-0274440
(State of Incorporation)   (Commission File Number)          (IRS Employer 
                                                          Identification No.)

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

Registrant's telephone number, including area code:  (612) 540-2311
Item 5.  Other Events.

              General Mills hereby updates the pro forma  financial  information
contained in the proxy statement/prospectus included on pages 11, 12 and 30
through 34 of the Company's Registration Statement on Form S-4 (File
No. 333-18849) effective December 27, 1996:

                      Summary Selected Unaudited Pro Forma
                              Financial Information

     In the table below,  we attempt to illustrate  the  financial  results that
might have occurred if the spinoff and the merger had been completed previously.
We present combined balance sheet information of General Mills and Ralcorp as of
November  24,  1996,  as if the  spinoff  and the merger had been  completed  on
November  24, 1996.  We present  combined  earnings  statement  information  for
General  Mills and  Ralcorp  for the fiscal  year ended May 26,  1996 and the 26
weeks  ended  November  24,  1996,  as if the  spinoff  and the  merger had been
completed on May 29, 1995.

     It is important to remember that this information is hypothetical, and does
not  necessarily  reflect the  financial  performance  that would have  actually
resulted if the spinoff and the merger had been completed on those dates.  It is
also important to remember that this  information  does not necessarily  reflect
future financial performance if the spinoff and the merger actually occur.

     Please see "UNAUDITED PRO FORMA CONDENSED COMBINED  FINANCIAL  INFORMATION"
for a more detailed explanation of this analysis.

                                              26 Weeks Ended      Year Ended
                                                November 24,         May 26,
                                                   1996                1996
                                            --------------------  ----------
                                                      (In millions, except
                                                          per share data)
Earnings Statement Information:
   Sales                                        $3,098.5            $5,809.6
   Earnings from continuing operations             268.5               486.8
   Earnings from continuing operations 
     per common share                               1.65                2.97
   Dividends declared per common share              1.00                1.91

                                                                  November 24,
                                                                       1996
                                                                  (In millions,
                                                                    except per
                                                                    share data)
Balance Sheet Information:
   Total assets                                                      $4,058.4
   Long-term debt, excluding current portion                          1,332.8
   Shareholders' equity                                                 570.6
   Book value per common share                                           3.54

                           Comparative Per Share Data

     In the table below,  we provided you with certain  historical and pro forma
per share  financial  information  as of and for the 26 weeks ended November 24,
1996,  and for the year  ended May 26,  1996.  Ralcorp  historical  data and New
Ralcorp data are as of and for the six months ended  December 31, 1996,  and for
the 12-month period ended June 30, 1996. We prepared the General Mills pro forma
combined  amounts based on the purchase  method of accounting  and a preliminary
allocation of the purchase price.

     It is important that when you read this information, you read along with it
the consolidated  financial  statements and accompanying  Notes of General Mills
and  Ralcorp  included  in the  documents  described  on  page  74 of the  Proxy
Statement-Prospectus  dated  December  27,  1996 under  "WHERE YOU CAN FIND MORE
INFORMATION."  It is also  important  that  you  read  the pro  forma  condensed
combined  financial  information and  accompanying  discussion and Notes that we
have  included  under   "UNAUDITED  PRO  FORMA  CONDENSED   COMBINED   FINANCIAL
INFORMATION."

                     Ralcorp Pro Forma Per Common Share Data

     The table below compares  historical  amounts per share of Ralcorp with pro
forma amounts for the fraction of a share of General Mills and the full share of
New  Ralcorp  that will be issued  for each old  Ralcorp  share.  The "Total Pro
Forma"  column in the table adds the amounts for the fraction of a General Mills
share and the full New Ralcorp  share to show the total pro forma amount for the
shares  that you will hold after  completion  of the  spinoff and the merger for
each  Ralcorp  share that you held before the  spinoff  and the merger.  We have
assumed for this purpose that General Mills issues .154 of a General Mills share
for each Ralcorp  share.  The actual  fraction of a General  Mills share will be
determined  using a formula and may be higher or lower than .154 of a share.  We
have also assumed in the amounts under the "New Ralcorp" column that the sale of
New Ralcorp's Resort Operations is completed.
General Mills
                                                      Ralcorp         Pro Forma                                Total
                                                     Historical   (per .154 share)      New Ralcorp         Pro Forma
Year ended May 26, 1996
Earnings from continuing operations per
   common share                                       $  .27            $.46              $(.97)             $(.51)
Dividends per common share                                 -             .29                  -                .29

26 Weeks ended November 24, 1996
Earnings from continuing operations per
   common share                                        (1.62)            .25              (2.23)             (1.98)
Dividends per common share                                 -             .15                  -                .15

As of November 24, 1996
Book value per common share                             3.69             .55               8.39               8.94
General Mills Pro Forma Per Common Share Data

                                              General Mills      General Mills
                                                 Historical         Pro Forma

Year ended May 26, 1996
Earnings from continuing operations 
     per common share                            $3.00                $2.97
Dividends per common share                        1.91                 1.91

26 weeks ended November 24, 1996
Earnings from continuing operations 
     per common share                             1.62                 1.65
Dividends per common share                        1.00                 1.00

As of November 24, 1996
Book value per common share                       1.54                 3.54

          UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     The  unaudited  pro forma  information  set forth below gives effect to the
Branded   Contribution,   the  Internal  Merger,   the  Internal  Spinoff,   the
Distribution  and the  Merger  (as each  such  term is  defined  under  the "THE
PROPOSED TRANSACTONS - General" in the Proxy Statement-Prospectus dated December
27, 1996) as if they had been consummated on November 24, 1996 for balance sheet
presentation purposes and May 29, 1995 for income statement purposes, subject to
the  assumptions  and  adjustments  in the  accompanying  Notes to the pro forma
financial information.

     The pro forma  adjustments  reflecting the  consummation  of the Merger are
based upon the purchase  method of accounting and upon the assumptions set forth
in the Notes hereto, including the exchange of all outstanding shares of Ralcorp
Common  Stock for an aggregate of  approximately  5.1 million  shares of General
Mills Common  Stock.  This pro forma  financial  information  should be read in
conjunction   with  the  financial  data  appearing  under  "SUMMARY"   Selected
Historical  Financial  Information"  in  the  Proxy  Statement-Prospectus  dated
December 27, 1996 and the historical  financial  statements of General Mills and
Ralcorp which have been  incorporated  in the Proxy  Statement-Prospectus  dated
December 27, 1996 by reference. See "WHERE YOU CAN FIND MORE INFORMATION" in the
Proxy  Statement-Prospectus  dated December 27, 1996.  This pro forma  financial
information  should  also be read in  conjunction  with the  combined  financial
statements of the Branded Business and the Notes thereto  contained in the Proxy
Statement-Prospectus dated December 27, 1996.

     The pro forma  adjustments  do not reflect any operating  efficiencies  and
cost savings which may be achievable with respect to the combined companies. The
pro forma adjustments do not include any adjustments to historical sales for any
future price changes nor any  adjustments to selling and marketing  expenses for
any future operating changes.

The  following  information  is not  necessarily  indicative  of  the  financial
position  or  operating  results  that would have  occurred  had the Merger been
consummated  on the dates,  or at the  beginning of the  periods,  for which the
consummation of the Merger is being given effect.  For purposes of preparing the
General Mills' consolidated financial statements, General Mills will establish a
new basis for Ralcorp's  assets and liabilities (as adjusted to reflect only the
assets and  liabilities  of the  Branded  Business)  based upon the fair  values
thereof and the General Mills purchase price,  including the costs of Merger.  A
final determination of required purchase accounting  adjustments,  including the
allocation of the purchase price to the assets acquired and liabilities  assumed
based on their respective fair values, has not yet been made.  Accordingly,  the
purchase  accounting  adjustments made in connection with the development of the
pro forma combined  financial  information  are  preliminary  and have been made
solely for purposes of developing such pro forma combined financial information.
General  Mills will  undertake a study to determine the fair value of certain of
Ralcorp's  assets and  liabilities  (as so adjusted)  and will make  appropriate
purchase  accounting   adjustments  upon  completion  of  that  study.  Assuming
completion  of  the  Merger,  the  actual  financial  position  and  results  of
operations  will  differ,  perhaps  significantly,  from the pro  forma  amounts
reflected herein because of a variety of factors, including access to additional
information,  changes in value,  and changes in  operating  results  between the
dates of the pro forma  financial  data and the date on which the  Merger  takes
place.

                   PRO FORMA CONDENSED COMBINED BALANCE SHEET
                             As of November 24, 1996
                            (in millions) (unaudited)

                                                                  Branded Business                    Pro Forma (A)
                                                 General Mills         Historical              Merger
                                                    Historical      as adjusted (A)         Adjustments         Combined
Cash and cash equivalents                        $        28.3                                                       28.3
Receivables, net                                         428.4                                    0.0  (B)          428.4
Inventories                                              396.3             14.9                   0.0  (C)          411.2
Prepaids and other                                       154.3                                                      154.3
Deferred income taxes                                    101.2                                    1.7  (D)          102.9
                                                 -------------            ------              -------            --------
     Total Current Assets                              1,108.5             14.9                   1.7             1,125.1
                                                 -------------             ----               -------             -------
Fixed assets at cost, net                              1,256.4             36.0                   0.0  (E)        1,292.4
Other assets (including goodwill)                      1,066.8             24.4                 549.7  (F)        1,640.9
                                                 -------------             ----                 -----             -------
     Total Assets                                $     3,431.7             75.3                 551.4             4,058.4
                                                 =============             ====                 =====             =======

Accounts payable                                 $       643.1              3.8                  10.0  (G)          656.9
Current portion of long-term debt                        107.5                                    0.0  (H)          107.5
Notes payable                                            421.6                                                      421.6
Accrued taxes                                            141.7                                                      141.7
Accrued payroll                                          101.4                                                      101.4
Other current liabilities                                131.0             25.4                   0.0  (I)          156.4
                                                 -------------             ----               -------            --------
     Total Current Liabilities                         1,546.3             29.2                  10.0             1,585.5
                                                 -------------             ----               -------             -------

Long-term debt                                         1,078.8                                  254.0  (J)        1,332.8
Deferred income taxes                                    243.1                                                      243.1
Deferred income taxes-tax leases                         154.5                                                      154.5
Other liabilities                                        168.4              4.2                  (0.7) (K)          171.9
                                                 -------------            -----               -------            --------
     Total Liabilities                                 3,191.1             33.4                 263.3             3,487.8
                                                 -------------             ----                 -----             -------

Common stock                                             389.6             41.9                 288.1  (L)          719.6
Retained earnings                                      1,506.7                                                    1,506.7
Treasury stock                                        (1,553.6)                                                  (1,553.6)
Unearned compensation and other                          (52.8)                                                     (52.8)
Foreign currency translation                             (49.3)                                                     (49.3)
                                                 -------------            ------              -------            --------
     Total Stockholder's Equity                          240.6             41.9                 288.1               570.6
                                                 -------------             ----                 -----            --------

     Total Liabilities and Equity                $     3,431.7             75.3                 551.4             4,058.4
                                                 =============             ====                 =====             =======
(A) The  accompanying  pro forma condensed  combined balance sheet combines the
     General  Mills  balance  sheet as of  November  24,  1996 with the  Ralcorp
     balance  sheet  (after  giving  effect  to the  Branded  Contribution,  the
     Internal Merger, the Internal Spinoff, and the Distribution) as of December
     31, 1996 as if the Branded Contribution,  the Internal Merger, the Internal
     Spinoff,  the  Distribution  and the  Merger  had all been  consummated  at
     November 24, 1996. The Branded Business  Historical  balance sheet includes
     those  assets  and  liabilities  from the  Ralcorp  balance  sheet that are
     associated with the Branded Business. The associated assets and liabilities
     are either  directly  attributable  to the  Branded  Business  or have been
     allocated to the Branded Business based upon methods considered  reasonable
     by Ralcorp's management.

     While General Mills will acquire all the operations of the Branded Business
     in the Merger,  certain  assets and  liabilities  reflected  in the Branded
     Business  Historical balance sheet will not be transferred to General Mills
     and,  therefore,  are not  reflected  under the  column  "Branded  Business
     Historical as adjusted."

(B)  New Ralcorp will retain and collect all trade  accounts  receivable  of the
     Branded Business as of the Effective Time. Accordingly, the merged business
     will commence with Branded Business trade accounts receivable of zero.

(C)  It is  assumed  that  the  historical  valuation  of the  Branded  Business
     inventories  approximates the new book basis for the merged business, using
     the purchase method of accounting.

(D)  The  estimated  adjustment  for  deferred  taxes is the tax  effect  on the
     difference  between  the new book  basis  and the tax  basis of the  merged
     assets of the Branded Business.

(E)  It is assumed  that the new book basis of the merged  fixed assets from the
     Branded  Business using the purchase method of accounting is  substantially
     the same as the historical net book value to the Branded Business.

(F)  The Goodwill amount of $549.7 million represents the excess of the purchase
     price  paid by  General  Mills  over  the sum of the  amounts  assigned  to
     identifiable assets acquired, less liabilities assumed in the Merger.

(G)  The  accounts-payable  adjustment of $10.0 million  represents  the accrued
     estimated transaction costs to be incurred as the Merger is completed.  The
     costs are primarily General Mills' financial advisory,  legal,  accounting,
     printing and similar expenses.

(H)  The  long-term  debt will not have a current  portion,  as of the Effective
     Time. See Note (J) below.

(I)  Other  current  liabilities  are  valued on the same  basis for the  merged
     business as for the historical balance sheet of the Branded Business.

(J)  The merged business will assume $150.0 million of Ralcorp 8 3/4 % Notes due
     September  15, 2004 plus an estimated  $90.0  million of other Ralcorp debt
     (which  amount is  subject  to  increase  or  decrease  at  Closing)  at an
     effective  rate of 5.6% (after giving  effect to the related  interest-rate
     swap agreements).  The face value of the $150.0 million debt is recorded at
     the  current  market  value of $164.0  million  by the merged  business  in
     accordance  with  purchase  accounting  procedures  as reqired by generally
     accepted accounting principles. The $14 million increase in value is due to
     the lower marginal borrowing rate (approximately 7%) experienced by General
     Mills.  The remaining debt of $90.0 million  approximates  market valuation
     and has been recorded at the same $90.0 million figure.

(K)  The $0.7 million adjustment to other liabilities is the net of two accounts
     (one deferred income,  and one deferred expense) recorded by the historical
     Branded Business, that will have zero basis to the merged business.

(L)  The common stock  adjustment of $288.1 million,  plus the $41.9 million net
     assets of the Branded Business, totals $330.0 million  which represents the
     market  valuation of General  Mills stock to be issued in the merger.  This
     $330.0 plus the face value of $240.0 of  long-term  debt  described in note
     (J) above, equal the aggregate Merger Consideration of $570.0 million.
PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
                        26 Weeks Ended November 24, 1996
               (in millions, except per share amount) (unaudited)
General              Branded                     Pro Forma (A)
                                                    Mills              Business                 Merger
                                                 Historical         Historical (A)          Adjustments      Combined
Sales                                            $     2,875.7            222.8                 0.0  (B)          3,098.5
Cost of sales                                         (1,195.2)           (54.4)                0.0  (C)         (1,249.6)
Selling, general and administrative                   (1,098.2)          (120.9)                0.0  (D)         (1,219.1)
Depreciation and amortization                            (85.9)            (4.6)               (6.9) (E)            (97.4)
Interest, net                                            (47.3)            (3.2)               (5.0) (F)            (55.5)
Unusual items                                            (48.4)                                 0.0                 (48.4)
                                                 -------------          --------              -----            ----------
   Earnings before taxes and earnings
     (losses) of joint ventures                          400.7             39.7               (11.9)                428.5
Income taxes                                            (147.0)           (15.2)                1.5  (G)           (160.7)
Earnings (Losses) from joint ventures                       .7                                                         .7
                                                 -------------          --------              -----            ----------
   Net earnings                                  $       254.4             24.5               (10.4)                268.5
                                                 =============          =======               =====            ==========
Net earnings per share                           $       1.62                N/A                N/A                  1.65
                                                 ============           ========              =====            ==========
Average number of common shares                          157.2               N/A                5.1  (H)            162.3
                                                 =============          ========              =====            ==========
PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
                             Year Ended May 26, 1996
               (in millions, except per share amount) (unaudited)
General             Branded                        Pro Forma (A)
                                                     Mills             Business                Merger
                                                  Historical        Historical (A)          Adjustments      Combined
Sales                                            $     5,416.0            393.6                 0.0 (B)           5,809.6
Cost of sales                                         (2,241.0)          (107.7)                0.0 (C)          (2,348.7)
Selling, general and administrative                   (2,128.3)          (218.6)                0.0 (D)          (2,346.9)
Depreciation and amortization                           (186.7)            (8.4)              (13.7)(E)            (208.8)
Interest, net                                           (101.4)            (3.9)              (12.6)(F)            (117.9)
Unusual items                                                              (2.5)                                     (2.5)
                                                 -----------           --------              ------           -----------
   Earnings before taxes and earnings
     (losses) of joint ventures                          758.6             52.5               (26.3)                784.8
Income taxes                                            (279.4)           (20.0)                4.2 (G)            (295.2)
Losses from joint ventures                                (2.8)                                                      (2.8)
                                                 -------------          --------             ------           -----------
   Net earnings                                  $       476.4             32.5               (22.1)                486.8
                                                 =============         ========               =====           ===========
Net earnings per share                           $       3.00                N/A                N/A           $      2.97
                                                 ============          =========             ======           ===========
Average number of common shares                          158.9               N/A                5.1                 164.0
                                                 =============         =========             ======           ===========
(A)  The accompanying pro forma condensed combined statement of earnings for the
     26 weeks ended  November 24, 1996 combines the General  Mills  statement of
     earnings  for the 26  weeks  ended  November  24,  1996  with  the  Ralcorp
     statement of earnings (after giving effect to the Branded Contribution, the
     Internal Merger,  the Internal  Spinoff,  and the Distribution) for the six
     months  ended  December  31,  1996,  as if the  Branded  Contribution,  the
     Internal Merger, the Internal Spinoff,  the Distribution and the Merger had
     been consummated at May 29, 1995.

     The accompanying pro forma condensed combined statement of earnings for the
     year ended May 26, 1996  combines the General  Mills  statement of earnings
     for the 52 weeks ended May 26, 1996 with the Ralcorp  statement of earnings
     (after giving effect to the Branded Contribution,  the Internal Merger, the
     Internal  Spinoff,  and the  Distribution) for the 12 months ended June 30,
     1996 as if the Branded  Contribution,  the  Internal  Merger,  the Internal
     Spinoff,  the  Distribution  and the Merger had been consummated at May 29,
     1995.

     The  Branded  Business  Historical  statement  of earnings  includes  those
     revenues  and  expenses  from the Ralcorp  statement  of earnings  that are
     associated with the Branded Business.  The associated revenues and expenses
     are either directly attributable to the Branded Business based upon methods
     considered   reasonable  by  Ralcorp's   management.   As  the  transaction
     contemplates the merger of the complete operations of the Branded Business,
     no adjustments are necessary to the Branded business  Historical  statement
     of earnings.

(B)  Sales (and the implicit  selling prices) are all as-reported  historically,
     and have not been adjusted for any proposed future price changes.

(C)  The pro-forma  adjustments  do not reflect any operating  efficiencies  and
     cost savings.  A final  determination of the required  purchase  accounting
     adjustments  has not been made,  and the  earnings  results  will vary from
     those pro-forma earnings shown.

(D)  No  changes  have been  made to  historical  estimated  sales  expense  and
     marketing  expense.  While it is  possible  that  General  Mills  may incur
     significant  additional  promotional  expenditures  in the  first  year for
     introductory  purposes,  such expenditure are deemed  exceptional,  and not
     continuing.

(E)  The $6.9 million and $13.7 million of amortization expense for the 26 weeks
     ended  November  24,  1996 and the year  ended May 26,  1996,  respectively
     represent  the  estimated  amount of  goodwill  amortization  expense to be
     recorded,  assuming  straight line  amortization  of the $549.7  million of
     goodwill, over a life of 40 years.

(F)  The interest adjustment of $5.0 million for the 26 weeks ended November 24,
     1996, when added to the $3.2 million historical  interest expense allocated
     to the  Branded  business,  reflects  26  weeks  estimated  interest  ($8.2
     million)  for the debt  assumed  in the merger - see Note J to the Pro Form
     Condensed Combined Balance Sheet.

     The  adjustment  of $12.6  million for the year ended May 26, 1996,  to the
     added to the $3.9  million  historical  interest  expense  allocated to the
     Branded  Business,  reflects one year's  estimated  total interest  expense
     ($16.5  million) for the debt assumed in the Merger - see Note J to the Pro
     Form Condensed Combined Balance Sheet.

(G)  The adjustment to tax expense results from providing for income tax expense
     at a 39.6% rate (net  combined  federal  and state)  against the pretax pro
     forma adjustments and the Branded Business pretax income,  after taking the
     Branded Business income tax expense into consideration. The amortization of
     goodwill is not deductible and therefore received no tax benefit.

(H)  The  number of shares  of  General  Mills  Common  Stock to be issued  were
     determined  on the  assumption  that General Mills will issue shares with a
     total  market  valuation  of  $330.0  million  (see Note L to the Pro Forma
     Condensed  Combined  Balance  Sheet) at an  estimated  value of $65.00  per
     share.  This results in an  estimated  5,076,923  shares to be issued.  For
     purposes  of the pro  forma  information,  such  shares  were  deemed to be
     outstanding for the entire pro forma period. The actual number of shares of
     General  Mills Common  Stock to be issued in the Merger will be  determined
     using a formula and may be more or less than this amount.
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 hereunto duly authorized.

                                                            GENERAL MILLS, INC.

Dated:  January 28, 1997                          By:  /s/Siri S. Marshall
                                                      --------------------
                                                       Siri S. Marshall
                                                       Senior Vice President 
                                                          and General Counsel