Registration No. 33-
                                                                 


                  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.
                        1995 Salary Replacement
                           Stock Option 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)
                      __________________________
<TABLE>
                    CALCULATION OF REGISTRATION FEE
<CAPTION>                                   
                                      Proposed        Proposed
                        Amount        maximum          maximum
 Title of securities    to be      offering price     aggregate          Amount of
  to be registered    registered     per share      offering price    registration fee

<S>                    <C>            <C>            <C>                <C>
Common Stock $.10 par  7,000,000      $51.3125       $359,187,500*      $123,857.76
 value    
                                   
<FN>
    *Estimated solely for the purpose of determining the amount of
     the registration fee.
   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 11, 1995.
</FN>
</TABLE>
                           
<PAGE>                           
PROSPECTUS
                                
                        3,500,000 Shares
                                
                       GENERAL MILLS, INC.


                          Common Stock

                    Par Value $.10 per Share



     This Prospectus relates to an aggregate of 3,500,000 shares
of  common  stock,  $.10  par  value,  of  General  Mills,  Inc.
("General Mills" or the "Company").  This Prospectus may be used
by  certain  officers of General Mills, Inc. for resale  to  the
public of shares owned by such officers pursuant to grants under
the Company's 1995 Salary Replacement Stock Option Plan, or such
persons  may  utilize  Rule 144 for resale.   See  "Purpose  and
Distribution of Issue" herein for further details.

                           


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
  AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
    THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
          COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
             THIS PROSPECTUS.  ANY REPRESENTATION TO THE
                    CONTRARY IS A CRIMINAL OFFENSE.

                                


     No person has been authorized to give any information or to
make  any representations, not contained in this Prospectus,  in
connection  with the offers contained herein and,  if  given  or
made, such information or representation must not be relied upon
as  having been authorized by the Company.  This Prospectus does
not  constitute an offer to sell, or a solicitation of an  offer
to buy, any securities other than those to which it relates; nor
does  it  constitute an offer to sell, or a solicitation  of  an
offer  to  buy, any of the securities covered by this Prospectus
by the Company in any state to any person to whom it is unlawful
for the Company to make such offer or solicitation.  Neither the
delivery  of this Prospectus nor any sale made hereunder  shall,
under  any  circumstances, create an implication that there  has
been  no change in the affairs of the Company subsequent to  the
date hereof.


       The date of this Prospectus is September 18, 1995.
<PAGE>
      
                     AVAILABLE INFORMATION

     General  Mills is subject to the informational requirements
of  the  Securities  Exchange  Act  of  1934,  as  amended  (the
"Securities Exchange Act of 1934") and in accordance  therewith,
files  reports  and  other information with the  Securities  and
Exchange  Commission  (the "Commission").  Such  reports,  proxy
statements and other information can be inspected and copied  at
the public reference facilities maintained by the Commission  at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the  following  regional offices: Northwest Atrium  Center,  500
West Madison Street, Chicago, Illinois 60601; and 14th Floor, 75
Park  Place, New York, New York 10007.  Copies of such  material
can  be  obtained  from  the  Public Reference  Section  of  the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549  at
prescribed  rates.  In addition, the Company's common  stock  is
listed  on  the  New York Stock Exchange and the  Chicago  Stock
Exchange  and  reports, proxy statements and  other  information
concerning  the Company may be inspected at the offices  of  the
New  York  Stock Exchange, Inc., 20 Broad Street, New York,  New
York  10005  and the Chicago Stock Exchange, 440  South  LaSalle
Street, Chicago, Illinois 60605.

         INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     General Mills incorporates by reference into this Prospectus
the following documents or information:

     (a)  the Company's Annual Report on Form 10-K for the fiscal
year  ended  May 28, 1995 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 28, 1995;

     (c)  any description of the Company's common stock which  is
contained  in a registration statement filed by the Company  with
the  Commission  under  the  Securities  Exchange  Act  of  1934,
including  any  amendment or reports filed  for  the  purpose  of
updating such description; and

     (d)   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 Prospectus and  prior
to the termination of the offering of securities hereunder.

     All  documents  filed  by the Company pursuant  to  Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to  the
date  of  this  Prospectus and prior to the  termination  of  the
offering  of  the common stock shall be deemed to be incorporated
by  reference in this Prospectus and to be a part hereof from the
respective  dates  of  filing of such documents.   Any  statement
contained in a document incorporated by reference herein shall be
deemed  to  be  modified  or  superseded  for  purposes  of  this
Prospectus  to  the  extent  that a  statement  contained  herein
modifies  or  supersedes such statement.  Any such  statement  so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
     
     The  Company will provide without charge to each  person  to
whom this Prospectus is delivered, on the written or oral request
of  any such person, a copy of any or all of the information that
has  been incorporated by reference in this Prospectus and in the
registration  statement to which this Prospectus  relates  (other
than  exhibits to any such information).  All requests should  be
directed  to  Ivy  S. Bernhardson, Vice President  and  Assistant
Secretary,  General  Mills,  Inc., P.O.  Box  1113,  Minneapolis,
Minnesota 55440-1113; telephone (612) 540-7365.

                           THE COMPANY
     
     General  Mills was incorporated in Delaware  in  1928.   The
Company  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  snacks  and
YOPLAIT yogurt.

     As  used  in this Prospectus, the terms "General Mills"  and
"Company",  mean General Mills, Inc. and its subsidiaries  unless
the context indicates otherwise.

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

                PURPOSE AND DISTRIBUTION OF ISSUE

     This Prospectus may be used by certain corporate officers of
General  Mills for the resale to the public of shares  of  common
stock of the Company pursuant to grants under the Company's  1995
Salary  Replacement Stock Option Plan owned by such  individuals,
who  may  be  deemed  to  be in a control relationship  with  the
Company within the meaning of the Securities Act of 1933 and  the
rules  and  regulations promulgated by the  Commission,  or  such
individuals   may  resell  the  shares  pursuant  to   Rule   144
promulgated  by  the Commission.  The names of such  individuals,
their  relationships to the Company and the number of  shares  of
common stock that they directly or indirectly own, are set  forth
in  the  next paragraph.  Neither this statement nor the delivery
of  this Prospectus in connection with a sale by any such  person
should  be  deemed an admission by the Company or by such  person
that  such person is in a control relationship with the  Company.
Such  individuals may wish to dispose of part  or  all  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 then obtainable.  In the  event
of such sales, no proceeds would be received by the Company.

      The  officers of General Mills who may use this Prospectus,
together  with their positions with the Company and their  direct
and indirect common stock ownership as of August 31, 1995 are  as
follows:  Dean Belbas, Senior Vice President, Investor Relations,
52,458  shares;  Y.  Marc Belton, Vice President  and  President,
Snacks  Unlimited,   7,665  shares;    Edward  K.  Bixby,  Senior
Vice   President,  and  President,  Consumer   Food   Sales   and
Distribution,  47,344  shares; Michael E. Cushmore,  Senior  Vice
President,  and  President, Gold Medal, 26,103 shares;  Randy  G.
Darcy,  Senior Vice President, Operations, 3,676 shares;  Jon  L.
Finley,  Senior  Vice  President, New  Business,  10,615  shares;
Leslie M. Frecon, Senior Vice President, Corporate Finance, 3,774
shares; Charles W. Gaillard, President, 71,520 shares; Stephen J.
Garthwaite,  Senior  Vice President, Innovation  and  Technology,
41,426  shares; Siri S. Marshall, Senior Vice President,  General
Counsel  and  Secretary, 23,394 shares; David D.  Murphy,  Senior
Vice   President,  and  President,  General  Mills   Canada   and
International Foods, 19,722 shares; Michael A. Peel, Senior  Vice
President, Personnel, 26,064 shares; Gary M. Rodkin, Senior  Vice
President, and President, Yoplait USA, 13,065 shares; Jeffrey  J.
Rotsch,  Senior  Vice  President, and President,  Big  G,  14,927
shares;  Stephen  W.  Sanger, Chairman of  the  Board  and  Chief
Executive  Officer,  32,296 shares; Christina  L.  Steiner,  Vice
President  and   President,   Betty   Crocker,     5,599  shares;
Austin  P.  Sullivan, Senior Vice President, Corporate Relations,
21,897 shares; Kenneth L. Thome, Senior Vice President, Financial
Operations, 9,179 shares.  The Company does not know whether  any
of  the listed individuals will use this Prospectus in connection
with the offer or sale of any such shares, or, if this Prospectus
is  used  in  that connection, how many of such  shares  will  be
offered  or sold.  The foregoing list of officers and the  number
of  shares  that  may  be offered or sold  by  each  such  person
hereunder,  may be amended by the Company by use of a  Supplement
to this Prospectus issued subsequent to the date hereof.

                         LEGAL OPINIONS

     Certain  legal matters in connection with the  common  stock
have been passed upon by Siri S. Marshall, Senior Vice President,
General Counsel, and Secretary of the Company.

                             EXPERTS

     The  consolidated financial statements and related financial
statement  schedule of General Mills, Inc. and  its  consolidated
subsidiaries as of May 28, 1995 and May 29, 1994 and for each  of
the   years  in  the  three-year  period  ended  May   28,   1995
incorporated  herein by reference, have been incorporated  herein
and in the Registration Statement in reliance upon the reports of
KPMG  Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of  said
firm 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 28, 1995 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 28, 1995;

    (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, General
Counsel and Secretary of the Company.  Ms. Marshall is eligible
to participate in the Company's 1995 Salary Replacement Stock
Option Plan.  As of August 31, 1995, Ms. Marshall owned, directly
or indirectly, 23,294 shares of common stock of the Company.

    The consolidated financial statements and related financial
statement schedule of General Mills, Inc. and its consolidated
subsidiaries as of May 28, 1995 and May 29, 1994, and for each of
the years in the three-year period ended May 28, 1995
incorporated herein by reference, have been incorporated herein
and in the Registration Statement in reliance upon the reports of
KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.

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

               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 18th day of September, 1995.

               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

     KNOW ALL BY THESE PRESENTS, that the undersigned constitutes
and  appoints  L. M. Frecon, S. S. Marshall and K. L.  Thome  and
each  of  them, his or her true and lawful attorneys-in-fact  and
agents,  with full power of substitution and resubstitution,  for
and  in  his  or  her  name, place and  stead,  in  any  and  all
capacities, to sign this Registration Statement on Form  S-8  and
any  and all amendments (including post-effective amendments)  to
the  Registration  Statement  covering  the  issuance  of  up  to
7,500,000 shares of the Common Stock of General Mills, Inc. under
the  1995  Salary Replacement Stock Option Plan, and to file  the
same,   with  all  exhibits  thereto,  and  other  documents   in
connection   therewith,   with  the   Securities   and   Exchange
Commission, granting unto said attorneys-in-fact and agents,  and
each of them, full power and authority to do and perform each and
every  act  and thing requisite and necessary to be done  in  and
about the premises, as fully to all intents and purposes as might
or  could be done in person, hereby ratifying and confirming  all
that  said attorneys-in-fact and agents or any of them, or  their
substitute or substitutes may lawfully do or cause to be done  by
virtue hereof.

     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,                    )
                        President                   )
Judith Richards Hope   Director                     )  /s/ Siri S.Marshall
Kenneth A. Macke       Director                     )   Siri S. Marshall
George Putnam          Director                     )   Attorney-in-fact
Michael D. Rose        Director                     )  September 18, 1995
A. Michael Spence      Director                     ) 
Dorothy A. Terrell     Director                     )
C. Angus Wurtele       Director                     )

/s/ Kenneth L. Thome   Senior Vice President,          September 18, 1995
   Kenneth L. Thome     Financial Operations
                        (Principal Accounting Officer)


                         EXHIBIT INDEX


     Exhibit Number               Description


           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
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Registration No. 33-
                                                                 

                  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.
                        1995 Salary Replacement
                           Stock Option 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
                        Amount        maximum          maximum
 Title of securities    to be      offering price     aggregate          Amount of
  to be registered    registered     per share      offering price    registration fee
Common Stock $.10 par  7,000,000      $51.3125       $359,187,500*      $123,857.76
 value
*Estimated solely for the purpose of determining the amount of
     the registration fee.
   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 11, 1995.
PROSPECTUS
                                
                        3,500,000 Shares
                                
                       GENERAL MILLS, INC.

                          Common Stock

                    Par Value $.10 per Share

     This Prospectus relates to an aggregate of 3,500,000 shares
of  common  stock,  $.10  par  value,  of  General  Mills,  Inc.
("General Mills" or the "Company").  This Prospectus may be used
by  certain  officers of General Mills, Inc. for resale  to  the
public of shares owned by such officers pursuant to grants under
the Company's 1995 Salary Replacement Stock Option Plan, or such
persons  may  utilize  Rule 144 for resale.   See  "Purpose  and
Distribution of Issue" herein for further details.

                           

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
  AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
    THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
          COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
             THIS PROSPECTUS.  ANY REPRESENTATION TO THE
                    CONTRARY IS A CRIMINAL OFFENSE.

                                

     No person has been authorized to give any information or to
make  any representations, not contained in this Prospectus,  in
connection  with the offers contained herein and,  if  given  or
made, such information or representation must not be relied upon
as  having been authorized by the Company.  This Prospectus does
not  constitute an offer to sell, or a solicitation of an  offer
to buy, any securities other than those to which it relates; nor
does  it  constitute an offer to sell, or a solicitation  of  an
offer  to  buy, any of the securities covered by this Prospectus
by the Company in any state to any person to whom it is unlawful
for the Company to make such offer or solicitation.  Neither the
delivery  of this Prospectus nor any sale made hereunder  shall,
under  any  circumstances, create an implication that there  has
been  no change in the affairs of the Company subsequent to  the
date hereof.

       The date of this Prospectus is September 18, 1995.
AVAILABLE INFORMATION

     General  Mills is subject to the informational requirements
of  the  Securities  Exchange  Act  of  1934,  as  amended  (the
"Securities Exchange Act of 1934") and in accordance  therewith,
files  reports  and  other information with the  Securities  and
Exchange  Commission  (the "Commission").  Such  reports,  proxy
statements and other information can be inspected and copied  at
the public reference facilities maintained by the Commission  at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the  following  regional offices: Northwest Atrium  Center,  500
West Madison Street, Chicago, Illinois 60601; and 14th Floor, 75
Park  Place, New York, New York 10007.  Copies of such  material
can  be  obtained  from  the  Public Reference  Section  of  the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549  at
prescribed  rates.  In addition, the Company's common  stock  is
listed  on  the  New York Stock Exchange and the  Chicago  Stock
Exchange  and  reports, proxy statements and  other  information
concerning  the Company may be inspected at the offices  of  the
New  York  Stock Exchange, Inc., 20 Broad Street, New York,  New
York  10005  and the Chicago Stock Exchange, 440  South  LaSalle
Street, Chicago, Illinois 60605.

         INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     General Mills incorporates by reference into this Prospectus
the following documents or information:

     (a)  the Company's Annual Report on Form 10-K for the fiscal
year  ended  May 28, 1995 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 28, 1995;

     (c)  any description of the Company's common stock which  is
contained  in a registration statement filed by the Company  with
the  Commission  under  the  Securities  Exchange  Act  of  1934,
including  any  amendment or reports filed  for  the  purpose  of
updating such description; and

     (d)   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 Prospectus and  prior
to the termination of the offering of securities hereunder.

     All  documents  filed  by the Company pursuant  to  Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to  the
date  of  this  Prospectus and prior to the  termination  of  the
offering  of  the common stock shall be deemed to be incorporated
by  reference in this Prospectus and to be a part hereof from the
respective  dates  of  filing of such documents.   Any  statement
contained in a document incorporated by reference herein shall be
deemed  to  be  modified  or  superseded  for  purposes  of  this
Prospectus  to  the  extent  that a  statement  contained  herein
modifies  or  supersedes such statement.  Any such  statement  so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
     
     The  Company will provide without charge to each  person  to
whom this Prospectus is delivered, on the written or oral request
of  any such person, a copy of any or all of the information that
has  been incorporated by reference in this Prospectus and in the
registration  statement to which this Prospectus  relates  (other
than  exhibits to any such information).  All requests should  be
directed  to  Ivy  S. Bernhardson, Vice President  and  Assistant
Secretary,  General  Mills,  Inc., P.O.  Box  1113,  Minneapolis,
Minnesota 55440-1113; telephone (612) 540-7365.

                           THE COMPANY
     
     General  Mills was incorporated in Delaware  in  1928.   The
Company  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  snacks  and
YOPLAIT yogurt.

     As  used  in this Prospectus, the terms "General Mills"  and
"Company",  mean General Mills, Inc. and its subsidiaries  unless
the context indicates otherwise.

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

                PURPOSE AND DISTRIBUTION OF ISSUE

     This Prospectus may be used by certain corporate officers of
General  Mills for the resale to the public of shares  of  common
stock of the Company pursuant to grants under the Company's  1995
Salary  Replacement Stock Option Plan owned by such  individuals,
who  may  be  deemed  to  be in a control relationship  with  the
Company within the meaning of the Securities Act of 1933 and  the
rules  and  regulations promulgated by the  Commission,  or  such
individuals   may  resell  the  shares  pursuant  to   Rule   144
promulgated  by  the Commission.  The names of such  individuals,
their  relationships to the Company and the number of  shares  of
common stock that they directly or indirectly own, are set  forth
in  the  next paragraph.  Neither this statement nor the delivery
of  this Prospectus in connection with a sale by any such  person
should  be  deemed an admission by the Company or by such  person
that  such person is in a control relationship with the  Company.
Such  individuals may wish to dispose of part  or  all  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 then obtainable.  In the  event
of such sales, no proceeds would be received by the Company.

      The  officers of General Mills who may use this Prospectus,
together  with their positions with the Company and their  direct
and indirect common stock ownership as of August 31, 1995 are  as
follows:  Dean Belbas, Senior Vice President, Investor Relations,
52,458  shares;  Y.  Marc Belton, Vice President  and  President,
Snacks  Unlimited,   7,665  shares;    Edward  K.  Bixby,  Senior
Vice   President,  and  President,  Consumer   Food   Sales   and
Distribution,  47,344  shares; Michael E. Cushmore,  Senior  Vice
President,  and  President, Gold Medal, 26,103 shares;  Randy  G.
Darcy,  Senior Vice President, Operations, 3,676 shares;  Jon  L.
Finley,  Senior  Vice  President, New  Business,  10,615  shares;
Leslie M. Frecon, Senior Vice President, Corporate Finance, 3,774
shares; Charles W. Gaillard, President, 71,520 shares; Stephen J.
Garthwaite,  Senior  Vice President, Innovation  and  Technology,
41,426  shares; Siri S. Marshall, Senior Vice President,  General
Counsel  and  Secretary, 23,394 shares; David D.  Murphy,  Senior
Vice   President,  and  President,  General  Mills   Canada   and
International Foods, 19,722 shares; Michael A. Peel, Senior  Vice
President, Personnel, 26,064 shares; Gary M. Rodkin, Senior  Vice
President, and President, Yoplait USA, 13,065 shares; Jeffrey  J.
Rotsch,  Senior  Vice  President, and President,  Big  G,  14,927
shares;  Stephen  W.  Sanger, Chairman of  the  Board  and  Chief
Executive  Officer,  32,296 shares; Christina  L.  Steiner,  Vice
President  and   President,   Betty   Crocker,     5,599  shares;
Austin  P.  Sullivan, Senior Vice President, Corporate Relations,
21,897 shares; Kenneth L. Thome, Senior Vice President, Financial
Operations, 9,179 shares.  The Company does not know whether  any
of  the listed individuals will use this Prospectus in connection
with the offer or sale of any such shares, or, if this Prospectus
is  used  in  that connection, how many of such  shares  will  be
offered  or sold.  The foregoing list of officers and the  number
of  shares  that  may  be offered or sold  by  each  such  person
hereunder,  may be amended by the Company by use of a  Supplement
to this Prospectus issued subsequent to the date hereof.

                         LEGAL OPINIONS

     Certain  legal matters in connection with the  common  stock
have been passed upon by Siri S. Marshall, Senior Vice President,
General Counsel, and Secretary of the Company.

                             EXPERTS

     The  consolidated financial statements and related financial
statement  schedule of General Mills, Inc. and  its  consolidated
subsidiaries as of May 28, 1995 and May 29, 1994 and for each  of
the   years  in  the  three-year  period  ended  May   28,   1995
incorporated  herein by reference, have been incorporated  herein
and in the Registration Statement in reliance upon the reports of
KPMG  Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of  said
firm 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 28, 1995 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 28, 1995;

    (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, General
Counsel and Secretary of the Company.  Ms. Marshall is eligible
to participate in the Company's 1995 Salary Replacement Stock
Option Plan.  As of August 31, 1995, Ms. Marshall owned, directly
or indirectly, 23,294 shares of common stock of the Company.

    The consolidated financial statements and related financial
statement schedule of General Mills, Inc. and its consolidated
subsidiaries as of May 28, 1995 and May 29, 1994, and for each of
the years in the three-year period ended May 28, 1995
incorporated herein by reference, have been incorporated herein
and in the Registration Statement in reliance upon the reports of
KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.

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

               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 18th day of September, 1995.

               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

     KNOW ALL BY THESE PRESENTS, that the undersigned constitutes
and  appoints  L. M. Frecon, S. S. Marshall and K. L.  Thome  and
each  of  them, his or her true and lawful attorneys-in-fact  and
agents,  with full power of substitution and resubstitution,  for
and  in  his  or  her  name, place and  stead,  in  any  and  all
capacities, to sign this Registration Statement on Form  S-8  and
any  and all amendments (including post-effective amendments)  to
the  Registration  Statement  covering  the  issuance  of  up  to
7,500,000 shares of the Common Stock of General Mills, Inc. under
the  1995  Salary Replacement Stock Option Plan, and to file  the
same,   with  all  exhibits  thereto,  and  other  documents   in
connection   therewith,   with  the   Securities   and   Exchange
Commission, granting unto said attorneys-in-fact and agents,  and
each of them, full power and authority to do and perform each and
every  act  and thing requisite and necessary to be done  in  and
about the premises, as fully to all intents and purposes as might
or  could be done in person, hereby ratifying and confirming  all
that  said attorneys-in-fact and agents or any of them, or  their
substitute or substitutes may lawfully do or cause to be done  by
virtue hereof.

     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,                    )
                        President                   )
Judith Richards Hope   Director                     )  /s/ Siri S.Marshall
Kenneth A. Macke       Director                     )   Siri S. Marshall
George Putnam          Director                     )   Attorney-in-fact
Michael D. Rose        Director                     )  September 18, 1995
A. Michael Spence      Director                     ) 
Dorothy A. Terrell     Director                     )
C. Angus Wurtele       Director                     )

/s/ Kenneth L. Thome   Senior Vice President,          September 18, 1995
   Kenneth L. Thome     Financial Operations
                        (Principal Accounting Officer)

                         EXHIBIT INDEX

     Exhibit Number               Description

           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