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.
                             1996 Compensation Plan
                           for Non-Employee Directors
                            (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 maxi-
                                               Amount           maximum           mum aggregate
           Title of securities                 to be        offering price          offering             Amount of
            to be registered                 registered        per share              price           registration fee
- ------------------------------------------ --------------- ------------------ ---------------------- -------------------

<S>                                        <C>             <C>                <C>                    <C>      
Common Stock $.10 par value...........        250,000           $56.56            $14,140,000*           $4,875.86

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

<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 23, 1996.
</FN>
</TABLE>


<PAGE>

PROSPECTUS

                                 250,000 Shares


                               GENERAL MILLS, INC.


                                  Common Stock

                            Par Value $.10 per Share




         This  Prospectus  relates to an aggregate  of 250,000  shares of common
stock,  $.10  par  value,  of  General  Mills,  Inc.  ("General  Mills"  or  the
"Company").  This Prospectus may be used by certain  directors of General Mills,
Inc.  for resale to the public of shares  owned by such  directors  pursuant  to
grants under the Company's 1996 Compensation Plan for Non-Employee Directors, 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 30, 1996.



<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,  proxy statements 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: Suite 1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661; and 7 World Trade Center, 13th Floor, New York, New York 10048. 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.  Copies of such material may also be obtained from the  Commission's  Web
Site (http://www.sec.gov).  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 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) 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.



<PAGE>


                                   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 and
muffin mixes and  frostings,  BISQUICK  baking mix,  HAMBURGER  HELPER main meal
mixes,  POP SECRET  microwave  popcorn,  BUGLES  snacks and  YOPLAIT and COLOMBO
yogurts.

         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 the directors of General Mills,  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,  for the  resale to the  public  of  shares  of common  stock of the
Company issued to them pursuant to grants under the Company's 1996  Compensation
Plan for  Non-Employee  Directors or they may resell the shares pursuant to Rule
144 promulgated by the Commission.  The names of such individuals 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  directors of General Mills who may use this  Prospectus  and their
direct and  indirect  common stock  ownership  as of  September  18, 1996 are as
follows:  Richard M.  Bressler,  10,260 shares;  Livio D. Simone,  7,478 shares;
William T. Esrey, 4,373 shares;  Judith Richards Hope, 4,924 shares;  Kenneth A.
Macke,  4,943 shares;  Michael D. Rose, 7,235 shares;  A. Michael Spence,  2,521
shares; Dorothy A. Terrell,  1,097 shares; C. Angus Wurtele,  19,501 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 directors 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 26,
1996 and May 28, 1995 and for each of the years in the  three-year  period ended
May 26, 1996 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 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 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.
As of September 18, 1996, Ms.  Marshall  owned,  directly or indirectly,  23,045
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 26,
1996 and May 28, 1995, and for each of the years in the three-year  period ended
May 26, 1996 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.

<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 30th day of September, 1996.

             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  Compensation  Plan for  Non-Employee  Directors of General  Mills,
Inc., 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 everything  requisite and  necessary to be done in connection  therewith,  as
fully 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 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                     )
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 30, 1996
Dorothy A. Terrell        Director                     )
Raymond G. Viault         Director,                    )
                           Vice Chairman               )
C. Angus Wurtele          Director                     )

 /s/ Kenneth L. Thome     Senior Vice President,           September 30, 1996
- -----------------------                          
   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)

                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 (1996 COMP. PLAN FOR NON-EMPLOYEE DIRECT", "secsgml_size_bytes": 27135}]
{"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": "333-13089", "film-number": "96637312"}, "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.
                             1996 Compensation Plan
                           for Non-Employee Directors
                            (Full title of the plan)
                            -------------------------

                             SIRI S. MARSHALL, Esq.
              Senior Vice President, General Counsel and Secretary
                         Number One General Mills Blvd.
                           P.O. Box 1113 (Zip: 55440)
                          Minneapolis, Minnesota 55426
                                 (612) 540-3862
            (Name, address and telephone number of agent for service)
                          --------------------------

                         CALCULATION OF REGISTRATION FEE
- ------------------------------------------ --------------- ------------------ ---------------------- -------------------
                                                               Proposed          Proposed maxi-
                                               Amount           maximum           mum aggregate
           Title of securities                 to be        offering price          offering             Amount of
            to be registered                 registered        per share              price           registration fee
- ------------------------------------------ --------------- ------------------ ---------------------- -------------------
Common Stock $.10 par value...........        250,000           $56.56            $14,140,000*           $4,875.86

- ------------------------------------------ --------------- ------------------ ---------------------- -------------------
*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 23, 1996.
PROSPECTUS

                                 250,000 Shares

                               GENERAL MILLS, INC.

                                  Common Stock

                            Par Value $.10 per Share

         This  Prospectus  relates to an aggregate  of 250,000  shares of common
stock,  $.10  par  value,  of  General  Mills,  Inc.  ("General  Mills"  or  the
"Company").  This Prospectus may be used by certain  directors of General Mills,
Inc.  for resale to the public of shares  owned by such  directors  pursuant  to
grants under the Company's 1996 Compensation Plan for Non-Employee Directors, 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 30, 1996.
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,  proxy statements 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: Suite 1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661; and 7 World Trade Center, 13th Floor, New York, New York 10048. 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.  Copies of such material may also be obtained from the  Commission's  Web
Site (http://www.sec.gov).  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 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) 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 and
muffin mixes and  frostings,  BISQUICK  baking mix,  HAMBURGER  HELPER main meal
mixes,  POP SECRET  microwave  popcorn,  BUGLES  snacks and  YOPLAIT and COLOMBO
yogurts.

         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 the directors of General Mills,  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,  for the  resale to the  public  of  shares  of common  stock of the
Company issued to them pursuant to grants under the Company's 1996  Compensation
Plan for  Non-Employee  Directors or they may resell the shares pursuant to Rule
144 promulgated by the Commission.  The names of such individuals 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  directors of General Mills who may use this  Prospectus  and their
direct and  indirect  common stock  ownership  as of  September  18, 1996 are as
follows:  Richard M.  Bressler,  10,260 shares;  Livio D. Simone,  7,478 shares;
William T. Esrey, 4,373 shares;  Judith Richards Hope, 4,924 shares;  Kenneth A.
Macke,  4,943 shares;  Michael D. Rose, 7,235 shares;  A. Michael Spence,  2,521
shares; Dorothy A. Terrell,  1,097 shares; C. Angus Wurtele,  19,501 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 directors 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 26,
1996 and May 28, 1995 and for each of the years in the  three-year  period ended
May 26, 1996 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 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 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.
As of September 18, 1996, Ms.  Marshall  owned,  directly or indirectly,  23,045
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 26,
1996 and May 28, 1995, and for each of the years in the three-year  period ended
May 26, 1996 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 30th day of September, 1996.

             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  Compensation  Plan for  Non-Employee  Directors of General  Mills,
Inc., 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 everything  requisite and  necessary to be done in connection  therewith,  as
fully 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 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                     )
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 30, 1996
Dorothy A. Terrell        Director                     )
Raymond G. Viault         Director,                    )
                           Vice Chairman               )
C. Angus Wurtele          Director                     )

 /s/ Kenneth L. Thome     Senior Vice President,           September 30, 1996
- -----------------------                          
   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