UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC   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)               May 28, 1995

                      GENERAL MILLS, INC.
    (Exact name of registrant as specified in its charter)
                               
    Delaware                 1-1185               41-0274440
(State  or other juris-  (Commission File (IRS Employer Identification No.)
diction of incorporation)    Number)

 Number One General Mills Boulevard, Minneapolis, Minnesota         55440
    (Address of principal executive offices)                     (Zip Code)

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

    Item 2.  Acquisition or Disposition of Assets.

     As  of the Distribution Date, May 28, 1995, General Mills,
Inc.   (the   "Company"  or  "General  Mills"),   through   its
distribution agent Norwest Bank Minnesota, N.A. (the  "Agent"),
caused  to  be  issued to holders of record  of  General  Mills
common  stock at the close of business on the Record Date,  May
15,  1995,  all  shares of Darden Restaurants, Inc.  ("Darden")
owned by  General Mills.  On the Distribution Date, Darden  was
a  wholly-owned  subsidiary of General Mills.   The  shares  of
Darden  were distributed to holders of record of General  Mills
common  stock,  without any consideration being  paid  by  such
holders,  on the basis of one share of Darden Common Stock  for
each  share  of General Mills common stock held on  the  Record
Date.   No certificates or scrip representing fractional shares
of  Darden were issued as part of the Distribution.  In lieu of
receiving  a  fractional share, each holder  of  General  Mills
common  stock  who  would otherwise be entitled  to  receive  a
fractional share of Darden Common Stock received cash for  such
fractional  interest.  Such cash was derived from the  sale  of
fractional  interests  by the Agent on behalf  of  stockholders
otherwise entitled to a fractional share.

     Certificates  representing shares of Darden  Common  Stock
were  mailed  by the Agent to holders of General  Mills  common
stock commencing on or about May 27, 1995.

     Prior  to the Distribution, Darden entered into commercial
bank  loan  agreements  providing for  a  $250  million  5-year
revolving  credit facility and a $250 million 364-day facility.
Approximately $350 million from the bank credit facilities  was
used  to  repay  certain  intercompany liabilities  to  General
Mills.   Darden also assumed and/or retained approximately  $54
million in long-term debt.  The remainder of any investment  in
Darden  by General Mills was converted to stockholders'  equity
of Darden.  No equity interest was retained by General Mills.

     For  the  purposes of an orderly transition following  the
Distribution,  General  Mills  and  Darden  entered   into   an
agreement (the "Distribution Agreement") pursuant to which each
will  make available to the other for up to twenty-four  months
certain  personnel, services and records with each party  being
compensated  on  an  arms-length basis and reimbursed  for  any
costs  and  expenses  incurred in  connection  therewith.   The
Distribution Agreement provides for Darden's continued  use  of
certain centralized services and systems of General Mills, such
as pension and savings plan administration.


      Item   7.   Financial  Statements,  Pro  Forma  Financial
Information and Exhibits.

    (b) A pro forma consolidated  balance sheet as of May 28,  
        1995  and  a pro  forma consolidated condensed income 
        statement for the  year  ended May 28, 1995 will not be  
        filed  since the  disposition transaction described in 
        Item  2  will be   fully   reflected  in  the  General  
        Mills, Inc. consolidated  balance  sheet  and  consolidated  
        income statement as of and for the fiscal year ended  
        May 28, 1995.   At  this  time,  all information  necessary  
        to furnish  the  General Mills, Inc. financial  statements
        referred  to  is  not available.  General  Mills,  Inc.
        intends  to  file  these  financial  statements  on  or
        before approximately July 14, 1995.

    (c) Exhibits

        (2) Distribution Agreement dated as of May 12, 1995 between  
            General Mills, Inc. and Darden Restaurants, Inc.,
            (including the Tax Agreement between the  parties),
            previously  filed with the Securities and  Exchange
            Commission  as Exhibit 2 of the Darden Restaurants,
            Inc. Form 10 Registration Statement, File 1-13666.


            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.


Dated: June 9, 1995         By:  /s/ Siri S. Marshall
                                Siri S. Marshall
                                Senior Vice President, General
                                 Counsel and Secretary
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{"company-data": {"conformed-name": "GENERAL MILLS INC", "cik": "0000040704", "assigned-sic": "2040", "irs-number": "410274440", "state-of-incorporation": "DE", "fiscal-year-end": "0525"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-01185", "film-number": "95546304"}, "business-address": {"street1": "NUMBER ONE GENERAL MILLS BLVD", "city": "MINNEAPOLIS", "state": "MN", "zip": "55426", "phone": "6125402311"}, "mail-address": {"street1": "P O BOX 1113", "city": "MINNEAPOLIS", "state": "MN", "zip": "55440"}}
UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC   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)               May 28, 1995

                      GENERAL MILLS, INC.
    (Exact name of registrant as specified in its charter)
                               
    Delaware                 1-1185               41-0274440
(State  or other juris-  (Commission File (IRS Employer Identification No.)
diction of incorporation)    Number)

 Number One General Mills Boulevard, Minneapolis, Minnesota         55440
    (Address of principal executive offices)                     (Zip Code)

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

    Item 2.  Acquisition or Disposition of Assets.

     As  of the Distribution Date, May 28, 1995, General Mills,
Inc.   (the   "Company"  or  "General  Mills"),   through   its
distribution agent Norwest Bank Minnesota, N.A. (the  "Agent"),
caused  to  be  issued to holders of record  of  General  Mills
common  stock at the close of business on the Record Date,  May
15,  1995,  all  shares of Darden Restaurants, Inc.  ("Darden")
owned by  General Mills.  On the Distribution Date, Darden  was
a  wholly-owned  subsidiary of General Mills.   The  shares  of
Darden  were distributed to holders of record of General  Mills
common  stock,  without any consideration being  paid  by  such
holders,  on the basis of one share of Darden Common Stock  for
each  share  of General Mills common stock held on  the  Record
Date.   No certificates or scrip representing fractional shares
of  Darden were issued as part of the Distribution.  In lieu of
receiving  a  fractional share, each holder  of  General  Mills
common  stock  who  would otherwise be entitled  to  receive  a
fractional share of Darden Common Stock received cash for  such
fractional  interest.  Such cash was derived from the  sale  of
fractional  interests  by the Agent on behalf  of  stockholders
otherwise entitled to a fractional share.

     Certificates  representing shares of Darden  Common  Stock
were  mailed  by the Agent to holders of General  Mills  common
stock commencing on or about May 27, 1995.

     Prior  to the Distribution, Darden entered into commercial
bank  loan  agreements  providing for  a  $250  million  5-year
revolving  credit facility and a $250 million 364-day facility.
Approximately $350 million from the bank credit facilities  was
used  to  repay  certain  intercompany liabilities  to  General
Mills.   Darden also assumed and/or retained approximately  $54
million in long-term debt.  The remainder of any investment  in
Darden  by General Mills was converted to stockholders'  equity
of Darden.  No equity interest was retained by General Mills.

     For  the  purposes of an orderly transition following  the
Distribution,  General  Mills  and  Darden  entered   into   an
agreement (the "Distribution Agreement") pursuant to which each
will  make available to the other for up to twenty-four  months
certain  personnel, services and records with each party  being
compensated  on  an  arms-length basis and reimbursed  for  any
costs  and  expenses  incurred in  connection  therewith.   The
Distribution Agreement provides for Darden's continued  use  of
certain centralized services and systems of General Mills, such
as pension and savings plan administration.

      Item   7.   Financial  Statements,  Pro  Forma  Financial
Information and Exhibits.

    (b) A pro forma consolidated  balance sheet as of May 28,  
        1995  and  a pro  forma consolidated condensed income 
        statement for the  year  ended May 28, 1995 will not be  
        filed  since the  disposition transaction described in 
        Item  2  will be   fully   reflected  in  the  General  
        Mills, Inc. consolidated  balance  sheet  and  consolidated  
        income statement as of and for the fiscal year ended  
        May 28, 1995.   At  this  time,  all information  necessary  
        to furnish  the  General Mills, Inc. financial  statements
        referred  to  is  not available.  General  Mills,  Inc.
        intends  to  file  these  financial  statements  on  or
        before approximately July 14, 1995.

    (c) Exhibits

        (2) Distribution Agreement dated as of May 12, 1995 between  
            General Mills, Inc. and Darden Restaurants, Inc.,
            (including the Tax Agreement between the  parties),
            previously  filed with the Securities and  Exchange
            Commission  as Exhibit 2 of the Darden Restaurants,
            Inc. Form 10 Registration Statement, File 1-13666.

            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.

Dated: June 9, 1995         By:  /s/ Siri S. Marshall
                                Siri S. Marshall
                                Senior Vice President, General
                                 Counsel and Secretary