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.
                           Deferred Compensation Plan
                            (Full title of the plan)
                            -------------------------

                             SIRI S. MARSHALL, Esq.
                    Senior Vice President and General Counsel
                         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 maxi-
                                                 Amount             maximum           mum aggregate         Amount of
           Title of securities                   to be          offering price          offering          registration
            to be registered                   registered          per share            price (3)              fee
------------------------------------------ ------------------- ------------------ ---------------------- ----------------
<S>                                          <C>                     <C>                 <C>                <C>      
          Deferred Compensation
             Obligations (1)                   $7,000,000            100%                $7,000,000         $2,121.21

    Common Stock $.10 par value (2)          50,000 shares           100%                $3,400,000 (4)     $1,030.30
------------------------------------------ ------------------- ------------------ ---------------------- ----------------
<FN>
(1)  Obligations under the Deferred  Compensation Plan are unsecured obligations
     of General Mills to pay deferred  compensation in accordance with the terms
     of the Plan.

(2)  Dividends  earned on common stock,  receipt of which is deferred  under the
     Plan, can be reinvested in common stock.

(3)  Estimated solely for the purpose of determining the registration fee.

(4)  The proposed maximum offering price is based upon the average high and low
     prices of the Company's common stock on the New York Stock Exchange on July
     25, 1997.
</FN>
</TABLE>


<PAGE>


                                     PART II

Item 3.  Incorporation of Certain Documents.

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

        (a) the  Company's  Annual Report on Form 10-K for the fiscal year ended
May 26,  1996  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 26,
1996;

        (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  before  the  completion  of this
offering.

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

        A statement contained in any incorporated  document shall be modified or
superseded for the purposes of this Registration  Statement if it is modified or
superseded  by a  document  which  is also  incorporated  in  this  Registration
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.

        Under this Registration  Statement,  General Mills is registering 50,000
shares of General Mills Common Stock, described in Item 3(d) above, and issuable
under the General Mills, Inc. Deferred  Compensation Plan (the "Plan"). The Plan
permits certain eligible  employees of General Mills to make an advance election
to exercise  stock  options  granted  under  various  stock  option plans of the
Company and defer delivery and receipt of the Common Stock to be issued upon the
stock option exercise to a date chosen by the Participant.  Upon deferral, Stock
Units,  equal in number to the number of shares of Common Stock receipt of which
is  deferred,  are  credited to a Deferred  Stock  Account  established  for the
Participant.  Until  the  distribution  date,  the  Stock  Units  earn  dividend
equivalents  which  the  Participant  may  elect to  receive  currently  or have
reinvested in additional Stock Units. On the distribution  date, Common Stock is
distributed to the  Participant in the full amount of the Stock Units  including
any dividend reinvestment shares.

        This  Registration  Statement  also  registers  $7,000,000  of  Deferred
Compensation  Obligations  ("Obligations")  which are to be  offered  to certain
eligible   employees  of  General  Mills  under  the  Plan.   The  Plan  permits
Participants to defer cash incentive  compensation into a Deferred Cash Account.
Participants must allocate amounts in their Deferred Cash Accounts among various
investment alternatives,  which may include an account whose return approximates
the return on General Mills Common Stock.  Each Deferred Cash Account balance is
adjusted  to  reflect  the  investment  experience  of the  selected  funds.  In
addition,  each year, the Company makes an allocation of  hypothetical  interest
equal to a percentage of the amount of the cash deferral.

        Amounts  credited to the Deferred Cash and Deferred  Stock  Accounts are
payable to the Participant on a date the Participant  selects at the time of the
deferral but must be made or commenced by the time the  Participant  reaches age
70.  Distributions  may be made singly or in installments and may be accelerated
if the  Participant  terminates  employment  with  the  Company.  Under  certain
circumstances and subject to certain  penalties,  Participants may accelerate or
postpone distribution out of Deferred Cash and Deferred Stock Accounts or select
an alternate form of distribution.

        The Company has  established  a trust to hold assets of the Company as a
reserve for the discharge of certain  obligations  under the Plan. If there is a
Change of Control, the Company is required to contribute to the trust the amount
needed to fully fund all cash  payments  under the Plan.  All  rights  under the
Trust and under the Plan are unsecured contractual claims against the Company.

        Rights in the Plan,  including the right to receive  distributions under
the Plan, cannot be alienated, sold, assigned, pledged or encumbered except by a
designation  of  beneficiary  under the Plan or to the personal  representative,
executor or administrator of the Participant's estate.

Item 5.  Interests of Named Experts and Counsel.

        Siri S.  Marshall,  Senior Vice  President  and  General  Counsel of the
Company,  has given her  opinion  about  certain  legal  matters  affecting  the
Obligations  registered  under  this  Registration.  As of June  30,  1997,  Ms.
Marshall  owned 19,792 shares and options to purchase  122,246  shares of Common
Stock of the Company and is eligible for participation in the Plan.

        This  Registration  Statement  incorporates the  consolidated  financial
statements and related financial  statement  schedule of General Mills, Inc. and
its consolidated  subsidiaries as of May 26, 1996 and May 28, 1995, and for each
of the years in the three-year  period ended May 26, 1996. The Company relies on
the reports and the  expertise of KPMG Peat Marwick LLP,  independent  certified
public accountants, in incorporating these financial statements.

Item 6.  Indemnification of Directors and Officers.

        Under the Company's  By-laws each director or officer of the Company has
a right to be  indemnified  by the Company to the full extent allowed by Section
145 of the General Corporation Law of Delaware.

        Under  Delaware  law, if a person is successful on the merits in defense
of a suit or  proceeding  brought  because he or she is a director or officer of
the  Company,  such person  shall be  indemnified  against  expenses  (including
attorneys' fees) reasonably incurred because of 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
Delaware  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 found  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
against the Company and/or its officers and directors.  The Company also carries
insurance for claims 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)

       10          General Mills, Inc. Deferred Compensation Plan

       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 29th day of July, 1997.

       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  L.M.  Frecon,  S.S.  Marshall  and K.L.  Thome,  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. Deferred Compensation 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.

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

        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                      )
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                      )     July 29, 1997
Dorothy A. Terrell        Director                      )
Raymond G. Viault         Director,                     )
                           Vice Chairman                )
C. Angus Wurtele          Director                      )

 /s/ Kenneth L. Thome     Senior Vice President,              July 29, 1997
------------------------                                                      
   Kenneth L. Thome       Financial Operations
                          (Principal Accounting Officer)


<PAGE>





                                  EXHIBIT INDEX



  Exhibit Number                  Description


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

     10              General Mills, Inc. Deferred Compensation Plan

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

     24              Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 (DEFERRED COMPENSATION PLAN)", "secsgml_size_bytes": 19882}]
{"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": "333-32509", "film-number": "97648753"}, "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.
                           Deferred Compensation Plan
                            (Full title of the plan)
                            -------------------------

                             SIRI S. MARSHALL, Esq.
                    Senior Vice President and General Counsel
                         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 (3)              fee
------------------------------------------ ------------------- ------------------ ---------------------- ----------------
Deferred Compensation
             Obligations (1)                   $7,000,000            100%                $7,000,000         $2,121.21

    Common Stock $.10 par value (2)          50,000 shares           100%                $3,400,000 (4)     $1,030.30
------------------------------------------ ------------------- ------------------ ---------------------- ----------------
(1)  Obligations under the Deferred  Compensation Plan are unsecured obligations
     of General Mills to pay deferred  compensation in accordance with the terms
     of the Plan.

(2)  Dividends  earned on common stock,  receipt of which is deferred  under the
     Plan, can be reinvested in common stock.

(3)  Estimated solely for the purpose of determining the registration fee.

(4)  The proposed maximum offering price is based upon the average high and low
     prices of the Company's common stock on the New York Stock Exchange on July
     25, 1997.
PART II

Item 3.  Incorporation of Certain Documents.

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

        (a) the  Company's  Annual Report on Form 10-K for the fiscal year ended
May 26,  1996  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 26,
1996;

        (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  before  the  completion  of this
offering.

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

        A statement contained in any incorporated  document shall be modified or
superseded for the purposes of this Registration  Statement if it is modified or
superseded  by a  document  which  is also  incorporated  in  this  Registration
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.

        Under this Registration  Statement,  General Mills is registering 50,000
shares of General Mills Common Stock, described in Item 3(d) above, and issuable
under the General Mills, Inc. Deferred  Compensation Plan (the "Plan"). The Plan
permits certain eligible  employees of General Mills to make an advance election
to exercise  stock  options  granted  under  various  stock  option plans of the
Company and defer delivery and receipt of the Common Stock to be issued upon the
stock option exercise to a date chosen by the Participant.  Upon deferral, Stock
Units,  equal in number to the number of shares of Common Stock receipt of which
is  deferred,  are  credited to a Deferred  Stock  Account  established  for the
Participant.  Until  the  distribution  date,  the  Stock  Units  earn  dividend
equivalents  which  the  Participant  may  elect to  receive  currently  or have
reinvested in additional Stock Units. On the distribution  date, Common Stock is
distributed to the  Participant in the full amount of the Stock Units  including
any dividend reinvestment shares.

        This  Registration  Statement  also  registers  $7,000,000  of  Deferred
Compensation  Obligations  ("Obligations")  which are to be  offered  to certain
eligible   employees  of  General  Mills  under  the  Plan.   The  Plan  permits
Participants to defer cash incentive  compensation into a Deferred Cash Account.
Participants must allocate amounts in their Deferred Cash Accounts among various
investment alternatives,  which may include an account whose return approximates
the return on General Mills Common Stock.  Each Deferred Cash Account balance is
adjusted  to  reflect  the  investment  experience  of the  selected  funds.  In
addition,  each year, the Company makes an allocation of  hypothetical  interest
equal to a percentage of the amount of the cash deferral.

        Amounts  credited to the Deferred Cash and Deferred  Stock  Accounts are
payable to the Participant on a date the Participant  selects at the time of the
deferral but must be made or commenced by the time the  Participant  reaches age
70.  Distributions  may be made singly or in installments and may be accelerated
if the  Participant  terminates  employment  with  the  Company.  Under  certain
circumstances and subject to certain  penalties,  Participants may accelerate or
postpone distribution out of Deferred Cash and Deferred Stock Accounts or select
an alternate form of distribution.

        The Company has  established  a trust to hold assets of the Company as a
reserve for the discharge of certain  obligations  under the Plan. If there is a
Change of Control, the Company is required to contribute to the trust the amount
needed to fully fund all cash  payments  under the Plan.  All  rights  under the
Trust and under the Plan are unsecured contractual claims against the Company.

        Rights in the Plan,  including the right to receive  distributions under
the Plan, cannot be alienated, sold, assigned, pledged or encumbered except by a
designation  of  beneficiary  under the Plan or to the personal  representative,
executor or administrator of the Participant's estate.

Item 5.  Interests of Named Experts and Counsel.

        Siri S.  Marshall,  Senior Vice  President  and  General  Counsel of the
Company,  has given her  opinion  about  certain  legal  matters  affecting  the
Obligations  registered  under  this  Registration.  As of June  30,  1997,  Ms.
Marshall  owned 19,792 shares and options to purchase  122,246  shares of Common
Stock of the Company and is eligible for participation in the Plan.

        This  Registration  Statement  incorporates the  consolidated  financial
statements and related financial  statement  schedule of General Mills, Inc. and
its consolidated  subsidiaries as of May 26, 1996 and May 28, 1995, and for each
of the years in the three-year  period ended May 26, 1996. The Company relies on
the reports and the  expertise of KPMG Peat Marwick LLP,  independent  certified
public accountants, in incorporating these financial statements.

Item 6.  Indemnification of Directors and Officers.

        Under the Company's  By-laws each director or officer of the Company has
a right to be  indemnified  by the Company to the full extent allowed by Section
145 of the General Corporation Law of Delaware.

        Under  Delaware  law, if a person is successful on the merits in defense
of a suit or  proceeding  brought  because he or she is a director or officer of
the  Company,  such person  shall be  indemnified  against  expenses  (including
attorneys' fees) reasonably incurred because of 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
Delaware  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 found  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
against the Company and/or its officers and directors.  The Company also carries
insurance for claims 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)

       10          General Mills, Inc. Deferred Compensation Plan

       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 29th day of July, 1997.

       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  L.M.  Frecon,  S.S.  Marshall  and K.L.  Thome,  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. Deferred Compensation 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.

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

        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                      )
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                      )     July 29, 1997
Dorothy A. Terrell        Director                      )
Raymond G. Viault         Director,                     )
                           Vice Chairman                )
C. Angus Wurtele          Director                      )

 /s/ Kenneth L. Thome     Senior Vice President,              July 29, 1997
------------------------                                                      
   Kenneth L. Thome       Financial Operations
                          (Principal Accounting Officer)
EXHIBIT INDEX

  Exhibit Number                  Description

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

     10              General Mills, Inc. Deferred Compensation Plan

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

     24              Powers of Attorney