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 of principal executive offices)
                                 (612) 540-2311
                         (Registrant's telephone number)
                            -------------------------

                               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.
                           P.O. Box 1113 (Zip: 55440)
                          Minneapolis, Minnesota 55426
                                 (612) 540-3862
            (Name, address and telephone number of agent for service)
                           --------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                                   Proposed       Proposed maxi-
                                      Amount        maximum       mum aggregate      Amount of
       Title of securities            to be     offering price       offering      registration        
        to be registered            registered     per share          price             fee
-----------------------------------------------------------------------------------------------
<S>                                 <C>            <C>            <C>               <C>       
Common Stock $.10 par value....     3,000,000      $70.4062       $211,218,600*     $62,309.49
-----------------------------------------------------------------------------------------------
<FN>
*This amount is estimated only to determine the amount of the registration  fee.
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  Company's  Common  Stock as  reported  on the New York  Stock  Exchange  on
September 30, 1998.
</FN>
</TABLE>

<PAGE>

PROSPECTUS


GENERAL MILLS, INC.
1998 Employee Stock Plan
3,000,000 Shares
Common Stock

                                                           General Mills, Inc.
                                                                 P.O. Box 1113
                                                        Minneapolis, MN  55440
                                                                (612) 540-2311






Under this Prospectus, General Mills officers may sell to the public the General
Mills  Common  Stock they  receive  through  the 1998  Employee  Stock Plan (the
"Plan").  The Plan  authorizes  stock options,  restricted  stock and restricted
stock units covering up to 3,000,000  shares of General Mills Common Stock to be
granted to employees of the Company,  including Company  officers.  The officers
can also sell the shares they  receive  using Rule 144.  The list of the General
Mills officers who can use this  Prospectus  will be provided in a supplement to
this Prospectus.



--------------------------------------------------------------------------------


The shares  issued by General Mills under the Plan have not been approved by the
Securities and Exchange  Commission or any state securities  commission nor have
these  groups  determined  that this  Prospectus  is accurate or  complete.  Any
representation to the contrary is a criminal offense.



--------------------------------------------------------------------------------






                                 October 5, 1998


<PAGE>


More Information About General Mills

We file  annual,  quarterly  and special  reports,  proxy  statements  and other
information  with the SEC.  You may  read and copy any  document  we file at the
SEC's  public  reference  rooms in  Washington,  D.C.,  New  York,  New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference rooms. Our SEC filings are also available to the public
at the SEC's  web site at  http://www.sec.gov.  You can also  learn  more  about
General Mills at our web site at http://www.genmills.com.

The SEC allows us to  "incorporate  by reference"  the  information we file with
them,  which means that we can disclose  important  information to you by giving
you a reference to those documents. The information incorporated by reference is
considered to be part of this  Prospectus,  and later  information  that we file
with the SEC will  automatically  update  and  supersede  this  information.  We
incorporate by reference the documents  listed below and any future filings made
with the SEC  under  Sections  13(a),  13(c),  14,  or  15(d) of the  Securities
Exchange Act of 1934 until all the shares under the Plan have been issued:

*  Annual Report on Form 10-K for the year ended May 31, 1998;

*  Any  description of General Mills Common Stock  contained in a registration
   statement filed with the SEC, and updates of that description.

This Prospectus is also part of a registration statement we filed with the SEC.

You may request a copy of these  filings,  at no cost, by writing or telephoning
us at the following address:

    Ivy S. Bernhardson
    Vice President, Secretary
    General Mills, Inc.
    P.O. Box 1113
    Minneapolis, MN  55440-1113
    (612) 540-7365


The Company

General Mills is a leading producer of packaged  consumer foods.  Included among
the many products produced by the Company are the following  well-known  brands:
GOLD MEDAL flour,  CHEERIOS,  WHEATIES,  and TOTAL ready-to-eat  cereals,  BETTY
CROCKER cake mixes and frostings,  BISQUICK  baking mix,  HAMBURGER  HELPER main
meal mixes, POP SECRET microwave popcorn, BUGLES and CHEX MIX snacks and YOPLAIT
and COLOMBO yogurt.

In this Prospectus, we use the terms "General Mills," "Company" and "we" to mean
General Mills, Inc. and its subsidiaries.

The  Company's  principal  executive  offices  are located at Number One General
Mills  Boulevard,  Minneapolis,  Minnesota  55426;  telephone  number  is  (612)
540-2311.


Purpose And Distribution Of Issue

This  Prospectus  may be used by certain  officers of General Mills to resell to
the public  shares of General  Mills Common Stock they receive upon  exercise of
stock options and vesting of restricted stock and restricted stock units granted
under the  Plan.  Because  of their  senior  position  with the  Company,  these
officers  might be deemed to control the Company  under  certain SEC rules.  The
names of such  officers,  their  titles and the number of shares of Common Stock
they  receive  under  the  Plan,  will  be set  forth  in a  supplement  to this
Prospectus  once  grants are made under the Plan to the  officers.  Even  though
General  Mills  is  filing  this  Registration  Statement  with the SEC and will
deliver  this  Prospectus  to Common  Stock  purchasers,  we do not  necessarily
believe that any of the listed  officers  "controls" the Company under the SEC's
rules.  The officers  selling shares received under the Plan may wish to dispose
of their shares from time to time on the New York Stock Exchange, on the Chicago
Stock Exchange, in the over-the-counter  market, or otherwise,  at prices and on
terms determined by the market. No proceeds will be received by the Company from
these sales.

We do not know whether any General Mills  officers  will use this  Prospectus to
offer or sell any  shares  of  Common  Stock  issued  under the Plan or how many
shares will be offered or sold.


Legal Opinions

Our General  Counsel,  Siri S. Marshall,  has given her opinion on certain legal
matters relating to the Common Stock.


Experts

KPMG Peat Marwick LLP,  independent  auditors,  audited our financial statements
and schedules  incorporated by reference in this Prospectus and elsewhere in the
registration statement. These financial statements are incorporated by reference
herein in  reliance  upon the  authority  of KPMG Peat  Marwick  as  experts  in
accounting and auditing.


<PAGE>


                                     PART II

Item 3.  Incorporation of Certain Documents by Reference.

The Company  incorporates  by reference  into this  Registration  Statement  the
following documents or information:

    (a) the  Company's  Annual Report on Form 10-K for the fiscal year ended May
31, 1998 filed with the  Commission  pursuant to Section 13(a) of the Securities
Exchange Act of 1934;

    (b) all other reports filed by the Company with the  Commission  pursuant to
Section  13(a) or 15(d) of the  Securities  Exchange  Act of 1934  since May 31,
1998;

    (c) all  documents  filed by the  Company  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this  Registration  Statement  and prior to the  termination  of the
offering of securities hereunder.

    (d) the description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-1 (File No. 2-49637),  filed December 26, 1973,
as amended.

Any  statement   contained  in  any  document   incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for the purposes of this  Registration  Statement to the extent that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4.  Description of Securities.

Described in Item (d) above.


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 Siri S. Marshall,
Senior  Vice  President  and General  Counsel of the  Company.  Ms.  Marshall is
eligible to  participate  in the  Company's  1998  Employee  Stock  Plan.  As of
September 1, 1998, Ms. Marshall owned, directly or indirectly,  17,580 shares of
Common Stock of the Company.

Item 6.  Indemnification of Directors and Officers.

Under  provisions  of the  By-laws of the  Company,  each person who is or was a
director or officer of the  Company  shall be  indemnified  by the Company as of
right to the full extent  permitted or  authorized by Section 145 of the General
Corporation Law of Delaware.

Under such law, to the extent that such a person is  successful on the merits in
defense of a suit or proceeding  brought by reason of the fact that he or she is
a director or officer of the Company,  such person shall be indemnified  against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.

If unsuccessful in defense of a third-party civil suit or a criminal suit, or if
such a suit is  settled,  such a person  shall  be  indemnified  under  such law
against both (1) expenses (including  attorneys' fees) and (2) judgments,  fines
and amounts paid in settlement if the person acted in good faith and in a manner
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Company,  and with respect to any criminal  action,  had no reasonable  cause to
believe the conduct was unlawful.

If  unsuccessful in defense of a suit brought by or in the right of the Company,
or if such suit is settled,  such a person shall be  indemnified  under such law
only against  expenses  (including  attorneys'  fees) incurred in the defense or
settlement  of such  suit if the  person  acted  in good  faith  and in a manner
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Company except that if such a person is adjudged to be liable in such a suit for
negligence or misconduct in the performance of the person's duty to the Company,
such person cannot be made whole even for expenses  unless the court  determines
that the  person  is  fairly  and  reasonably  entitled  to  indemnity  for such
expenses.

The Company carries liability  insurance  policies covering certain claims which
may be made against the Company and/or its officers and  directors.  The Company
also carries insurance where a claim arises under the Employee Retirement Income
Security Act of 1974 against a director or officer based on an alleged breach of
fiduciary duty or other wrongful act.

The  Securities  and Exchange  Commission has taken the position that insofar as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted by a company to its directors and officers,  such  indemnification  is
against public policy as expressed in such Act and is therefore unenforceable.

Item 7.  Exemption From Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Exhibit
Number          Description

 4       General Mills, Inc. 1998 Employee Stock Plan

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

23       Consent of KPMG Peat Marwick LLP (Consent of Counsel included in
         Exhibit 5)

24       Powers of Attorney


Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

  (1) To file,  during any  period in which  offers or sales are being  made,  a
post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;

    (ii)  To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  Registration  Statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

   (iii)  To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the Registration Statement or
          any material change to such information in the Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

  (2) For the purpose of determining  any liability  under the Securities Act of
1933,  each  such  post-effective   amendment  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

  (3) To remove from registration by means of a post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the provisions  described in Item 6 hereof, or otherwise,
(but that term shall not include the insurance  policies  referred to in Item 6)
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


<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 5th day of October, 1998.

                      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


                                POWER OF ATTORNEY

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

*  sign this  Registration  Statement on Form  S-8 covering  the General  Mills,
   Inc. 1998 Employee Stock Plan;

*  file Form S-8 (with exhibits and related  documents)  perform  the  acts that
   need  to be  done  concerning  these  filings;  and name others to take their
   place.

      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  )
Richard M. Bressler     Director                      )
L. D. DeSimone          Director                      )
William T. Esrey        Director                      )
Charles W. Gaillard     Director,                     ) /s/ Siri S. Marshall
                         President                    )   Siri S. Marshall
Raymond V. Gilmartin    Director                      )   Attorney-in-fact
Judith Richards Hope    Director                      )    October 5, 1998
Kenneth A. Macke        Director                      )
Michael D. Rose         Director                      )
A. Michael Spence       Director                      )
Dorothy A. Terrell      Director                      )
Raymond G. Viault       Vice Chairman                 )
C. Angus Wurtele        Director                      )

/s/ Kenneth L. Thome    Senior Vice President,             October 5, 1998
  Kenneth L. Thome      Financial Operations
                        (Principal Accounting Officer)


<PAGE>

                                  EXHIBIT INDEX


   Exhibit Number                    Description


         4        General Mills, Inc. 1998 Employee Stock Plan

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

        23        Consent of KPMG Peat Marwick LLP (Consent of Counsel included
                  in Exhibit 5)

        24        Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR 1998 EMPLOYEE STOCK PLAN", "secsgml_size_bytes": 21443}]
{"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": "S-8", "act": "33", "file-number": "333-65311", "film-number": "98720570"}, "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"}}
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 of principal executive offices)
                                 (612) 540-2311
                         (Registrant's telephone number)
                            -------------------------

                               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.
                           P.O. Box 1113 (Zip: 55440)
                          Minneapolis, Minnesota 55426
                                 (612) 540-3862
            (Name, address and telephone number of agent for service)
                           --------------------------

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------
                                                   Proposed       Proposed maxi-
                                      Amount        maximum       mum aggregate      Amount of
       Title of securities            to be     offering price       offering      registration        
        to be registered            registered     per share          price             fee
-----------------------------------------------------------------------------------------------
Common Stock $.10 par value....     3,000,000      $70.4062       $211,218,600*     $62,309.49
-----------------------------------------------------------------------------------------------
*This amount is estimated only to determine the amount of the registration  fee.
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  Company's  Common  Stock as  reported  on the New York  Stock  Exchange  on
September 30, 1998.
PROSPECTUS

GENERAL MILLS, INC.
1998 Employee Stock Plan
3,000,000 Shares
Common Stock

                                                           General Mills, Inc.
                                                                 P.O. Box 1113
                                                        Minneapolis, MN  55440
                                                                (612) 540-2311

Under this Prospectus, General Mills officers may sell to the public the General
Mills  Common  Stock they  receive  through  the 1998  Employee  Stock Plan (the
"Plan").  The Plan  authorizes  stock options,  restricted  stock and restricted
stock units covering up to 3,000,000  shares of General Mills Common Stock to be
granted to employees of the Company,  including Company  officers.  The officers
can also sell the shares they  receive  using Rule 144.  The list of the General
Mills officers who can use this  Prospectus  will be provided in a supplement to
this Prospectus.

--------------------------------------------------------------------------------

The shares  issued by General Mills under the Plan have not been approved by the
Securities and Exchange  Commission or any state securities  commission nor have
these  groups  determined  that this  Prospectus  is accurate or  complete.  Any
representation to the contrary is a criminal offense.

--------------------------------------------------------------------------------

                                 October 5, 1998
More Information About General Mills

We file  annual,  quarterly  and special  reports,  proxy  statements  and other
information  with the SEC.  You may  read and copy any  document  we file at the
SEC's  public  reference  rooms in  Washington,  D.C.,  New  York,  New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference rooms. Our SEC filings are also available to the public
at the SEC's  web site at  http://www.sec.gov.  You can also  learn  more  about
General Mills at our web site at http://www.genmills.com.

The SEC allows us to  "incorporate  by reference"  the  information we file with
them,  which means that we can disclose  important  information to you by giving
you a reference to those documents. The information incorporated by reference is
considered to be part of this  Prospectus,  and later  information  that we file
with the SEC will  automatically  update  and  supersede  this  information.  We
incorporate by reference the documents  listed below and any future filings made
with the SEC  under  Sections  13(a),  13(c),  14,  or  15(d) of the  Securities
Exchange Act of 1934 until all the shares under the Plan have been issued:

*  Annual Report on Form 10-K for the year ended May 31, 1998;

*  Any  description of General Mills Common Stock  contained in a registration
   statement filed with the SEC, and updates of that description.

This Prospectus is also part of a registration statement we filed with the SEC.

You may request a copy of these  filings,  at no cost, by writing or telephoning
us at the following address:

    Ivy S. Bernhardson
    Vice President, Secretary
    General Mills, Inc.
    P.O. Box 1113
    Minneapolis, MN  55440-1113
    (612) 540-7365

The Company

General Mills is a leading producer of packaged  consumer foods.  Included among
the many products produced by the Company are the following  well-known  brands:
GOLD MEDAL flour,  CHEERIOS,  WHEATIES,  and TOTAL ready-to-eat  cereals,  BETTY
CROCKER cake mixes and frostings,  BISQUICK  baking mix,  HAMBURGER  HELPER main
meal mixes, POP SECRET microwave popcorn, BUGLES and CHEX MIX snacks and YOPLAIT
and COLOMBO yogurt.

In this Prospectus, we use the terms "General Mills," "Company" and "we" to mean
General Mills, Inc. and its subsidiaries.

The  Company's  principal  executive  offices  are located at Number One General
Mills  Boulevard,  Minneapolis,  Minnesota  55426;  telephone  number  is  (612)
540-2311.

Purpose And Distribution Of Issue

This  Prospectus  may be used by certain  officers of General Mills to resell to
the public  shares of General  Mills Common Stock they receive upon  exercise of
stock options and vesting of restricted stock and restricted stock units granted
under the  Plan.  Because  of their  senior  position  with the  Company,  these
officers  might be deemed to control the Company  under  certain SEC rules.  The
names of such  officers,  their  titles and the number of shares of Common Stock
they  receive  under  the  Plan,  will  be set  forth  in a  supplement  to this
Prospectus  once  grants are made under the Plan to the  officers.  Even  though
General  Mills  is  filing  this  Registration  Statement  with the SEC and will
deliver  this  Prospectus  to Common  Stock  purchasers,  we do not  necessarily
believe that any of the listed  officers  "controls" the Company under the SEC's
rules.  The officers  selling shares received under the Plan may wish to dispose
of their shares from time to time on the New York Stock Exchange, on the Chicago
Stock Exchange, in the over-the-counter  market, or otherwise,  at prices and on
terms determined by the market. No proceeds will be received by the Company from
these sales.

We do not know whether any General Mills  officers  will use this  Prospectus to
offer or sell any  shares  of  Common  Stock  issued  under the Plan or how many
shares will be offered or sold.

Legal Opinions

Our General  Counsel,  Siri S. Marshall,  has given her opinion on certain legal
matters relating to the Common Stock.

Experts

KPMG Peat Marwick LLP,  independent  auditors,  audited our financial statements
and schedules  incorporated by reference in this Prospectus and elsewhere in the
registration statement. These financial statements are incorporated by reference
herein in  reliance  upon the  authority  of KPMG Peat  Marwick  as  experts  in
accounting and auditing.
PART II

Item 3.  Incorporation of Certain Documents by Reference.

The Company  incorporates  by reference  into this  Registration  Statement  the
following documents or information:

    (a) the  Company's  Annual Report on Form 10-K for the fiscal year ended May
31, 1998 filed with the  Commission  pursuant to Section 13(a) of the Securities
Exchange Act of 1934;

    (b) all other reports filed by the Company with the  Commission  pursuant to
Section  13(a) or 15(d) of the  Securities  Exchange  Act of 1934  since May 31,
1998;

    (c) all  documents  filed by the  Company  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this  Registration  Statement  and prior to the  termination  of the
offering of securities hereunder.

    (d) the description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-1 (File No. 2-49637),  filed December 26, 1973,
as amended.

Any  statement   contained  in  any  document   incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for the purposes of this  Registration  Statement to the extent that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4.  Description of Securities.

Described in Item (d) above.

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 Siri S. Marshall,
Senior  Vice  President  and General  Counsel of the  Company.  Ms.  Marshall is
eligible to  participate  in the  Company's  1998  Employee  Stock  Plan.  As of
September 1, 1998, Ms. Marshall owned, directly or indirectly,  17,580 shares of
Common Stock of the Company.

Item 6.  Indemnification of Directors and Officers.

Under  provisions  of the  By-laws of the  Company,  each person who is or was a
director or officer of the  Company  shall be  indemnified  by the Company as of
right to the full extent  permitted or  authorized by Section 145 of the General
Corporation Law of Delaware.

Under such law, to the extent that such a person is  successful on the merits in
defense of a suit or proceeding  brought by reason of the fact that he or she is
a director or officer of the Company,  such person shall be indemnified  against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.

If unsuccessful in defense of a third-party civil suit or a criminal suit, or if
such a suit is  settled,  such a person  shall  be  indemnified  under  such law
against both (1) expenses (including  attorneys' fees) and (2) judgments,  fines
and amounts paid in settlement if the person acted in good faith and in a manner
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Company,  and with respect to any criminal  action,  had no reasonable  cause to
believe the conduct was unlawful.

If  unsuccessful in defense of a suit brought by or in the right of the Company,
or if such suit is settled,  such a person shall be  indemnified  under such law
only against  expenses  (including  attorneys'  fees) incurred in the defense or
settlement  of such  suit if the  person  acted  in good  faith  and in a manner
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Company except that if such a person is adjudged to be liable in such a suit for
negligence or misconduct in the performance of the person's duty to the Company,
such person cannot be made whole even for expenses  unless the court  determines
that the  person  is  fairly  and  reasonably  entitled  to  indemnity  for such
expenses.

The Company carries liability  insurance  policies covering certain claims which
may be made against the Company and/or its officers and  directors.  The Company
also carries insurance where a claim arises under the Employee Retirement Income
Security Act of 1974 against a director or officer based on an alleged breach of
fiduciary duty or other wrongful act.

The  Securities  and Exchange  Commission has taken the position that insofar as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted by a company to its directors and officers,  such  indemnification  is
against public policy as expressed in such Act and is therefore unenforceable.

Item 7.  Exemption From Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Exhibit
Number          Description

 4       General Mills, Inc. 1998 Employee Stock Plan

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

23       Consent of KPMG Peat Marwick LLP (Consent of Counsel included in
         Exhibit 5)

24       Powers of Attorney

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

  (1) To file,  during any  period in which  offers or sales are being  made,  a
post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;

    (ii)  To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  Registration  Statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

   (iii)  To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the Registration Statement or
          any material change to such information in the Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

  (2) For the purpose of determining  any liability  under the Securities Act of
1933,  each  such  post-effective   amendment  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

  (3) To remove from registration by means of a post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the provisions  described in Item 6 hereof, or otherwise,
(but that term shall not include the insurance  policies  referred to in Item 6)
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.
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 5th day of October, 1998.

                      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

                                POWER OF ATTORNEY

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

*  sign this  Registration  Statement on Form  S-8 covering  the General  Mills,
   Inc. 1998 Employee Stock Plan;

*  file Form S-8 (with exhibits and related  documents)  perform  the  acts that
   need  to be  done  concerning  these  filings;  and name others to take their
   place.

      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  )
Richard M. Bressler     Director                      )
L. D. DeSimone          Director                      )
William T. Esrey        Director                      )
Charles W. Gaillard     Director,                     ) /s/ Siri S. Marshall
                         President                    )   Siri S. Marshall
Raymond V. Gilmartin    Director                      )   Attorney-in-fact
Judith Richards Hope    Director                      )    October 5, 1998
Kenneth A. Macke        Director                      )
Michael D. Rose         Director                      )
A. Michael Spence       Director                      )
Dorothy A. Terrell      Director                      )
Raymond G. Viault       Vice Chairman                 )
C. Angus Wurtele        Director                      )

/s/ Kenneth L. Thome    Senior Vice President,             October 5, 1998
  Kenneth L. Thome      Financial Operations
                        (Principal Accounting Officer)
EXHIBIT INDEX

   Exhibit Number                    Description

         4        General Mills, Inc. 1998 Employee Stock Plan

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

        23        Consent of KPMG Peat Marwick LLP (Consent of Counsel included
                  in Exhibit 5)

        24        Powers of Attorney