GENERAL MILLS INC
10-Q, 2000-01-07
GRAIN MILL PRODUCTS
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                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                               FORM 10-Q


(Mark One)
/X/   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
      ENDED NOVEMBER 28, 1999

/ /   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
      FROM _____ TO _____




Commission file number: 1-1185




                          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, MN                                 55426
      (Mail: P.O. Box 1113)                          (Mail: 55440)
(Address of principal executive offices)              (Zip Code)

                             (612) 764-2311
          (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ___


As of December 23, 1999,  General Mills had  301,127,887  shares of its $.10 par
value common stock outstanding (excluding 107,178,777 shares held in treasury).



<PAGE>


                 Part I. FINANCIAL INFORMATION


Item 1.  Financial Statements

<TABLE>
<CAPTION>

                               GENERAL MILLS, INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS
                (Unaudited) (In Millions, Except per Share Data)


                                   Thirteen Weeks Ended      Twenty-Six Weeks Ended
                                 November 28, November 29,  November 28, November 29,
                                    1999       1998             1999        1998
                                 ---------  ---------         ---------  ---------


<S>                                 <C>        <C>         <C>        <C>
Sales                               $1,817.2   $1,677.4    $3,390.8   $3,150.5

Costs and Expenses:
  Cost of sales                        728.2      699.0     1,349.6    1,282.7
  Selling, general and
     administrative                    760.0      667.8     1,437.2    1,301.9
  Interest, net                         34.1       29.4        66.8       59.2
  Unusual items                          -         51.6         -         51.6
                                     -------    -------     -------    -------
    Total Costs and Expenses         1,522.3    1,447.8     2,853.6    2,695.4
                                     -------    -------     -------    -------

Earnings before Taxes and Earnings
  (Losses) from Joint Ventures         294.9      229.6       537.2      455.1

Income Taxes                           104.3       83.7       191.6      166.8

Earnings (Losses) from Joint Ventures    3.1       (2.3)        6.6         .3
                                     ---------  ----------  ---------    -----

Net Earnings                         $ 193.7    $ 143.6     $ 352.2    $ 288.6
                                     =======    =======     =======    =======

Earnings per Share - Basic           $   .64      $ .47     $  1.16    $   .94
                                     =======      =====      =======    =======

Average Number of Common Shares        303.5      305.8       303.9      307.0
                                     =======    =======     =======    =======

Earnings per Share - Diluted         $   .62    $   .46     $  1.12    $   .92
                                     =======    =======     =======    =======

Average Number of Common Shares -
   Assuming Dilution                   313.1      313.5       313.7      314.1
                                     =======    =======     =======    =======

Dividends per Share                  $  .275    $  .265     $  .550    $   .530
                                     =======    =======     =======    ========



See accompanying notes to consolidated condensed financial statements.
</TABLE>


<TABLE>
<CAPTION>

                          GENERAL MILLS, INC.
                 CONSOLIDATED CONDENSED BALANCE SHEETS
                             (In Millions)

                                          (Unaudited) (Unaudited)
                                          November 28,  November 29,   May 30,
                                             1999         1998          1999
                                          ----------   ----------     ---------
<S>                                         <C>         <C>         <C>
ASSETS
Current Assets:
  Cash and cash equivalents                 $   70.4    $   9.5     $    3.9
  Receivables                                  562.5      468.4        490.6
  Inventories:
   Valued primarily at FIFO                    200.5      206.5        172.2
   Valued at LIFO (FIFO value exceeds LIFO by
     $32.0, $39.1 and $34.0, respectively)     296.8      231.9        254.5
  Prepaid expenses and other current assets     80.4       77.4         83.7
  Deferred income taxes                         94.8      119.9         97.6
                                             --------    -------     --------
     Total Current Assets                    1,305.4    1,113.6      1,102.5
                                             --------    -------     --------

Land, Buildings and Equipment, at Cost       2,843.4    2,592.0      2,718.9
  Less accumulated depreciation             (1,469.5)  (1,367.2)    (1,424.2)
                                             --------   --------     --------
     Net Land, Buildings and Equipment       1,373.9    1,224.8      1,294.7
Intangibles                                    830.3      621.4        722.0
Other Assets                                 1,084.7    1,061.0      1,021.5
                                             --------   -------     --------

Total Assets                                $4,594.3   $4,020.8     $4,140.7
                                            ========   ========     ========

LIABILITIES AND EQUITY
Current Liabilities:
  Accounts payable                          $  672.4    $ 638.8     $  647.4
  Current portion of long-term debt             98.7      196.4         90.5
  Notes payable                                893.7      396.0        524.4
  Accrued taxes                                167.2      137.0        135.0
  Other current liabilities                    259.7      282.5        303.0
                                             --------    -------     --------
     Total Current Liabilities               2,091.7    1,650.7      1,700.3
Long-term Debt                               1,664.7    1,592.8      1,702.4
Deferred Income Taxes                          296.2      282.3        288.9
Deferred Income Taxes - Tax Leases             100.5      120.2        111.3
Other Liabilities                              184.5      177.5        173.6
                                             --------    -------    --------
     Total Liabilities                       4,337.6    3,823.5      3,976.5
                                             --------    -------    --------

Stockholders' Equity:
  Cumulative preference stock, none issued         -          -            -
  Common stock, 408.3 shares issued            679.9      626.8        657.9
  Retained earnings                          2,013.1    1,749.1      1,827.4
  Less common stock in treasury, at cost,
   shares of 105.8, 102.3 and 104.3,
   respectively                             (2,307.3)  (2,071.5)    (2,195.3)
  Unearned compensation                        (66.5)     (73.0)       (68.9)
  Accumulated other comprehensive income       (62.5)     (34.1)       (56.9)
                                             --------    -------     --------
     Total Stockholders' Equity                256.7      197.3        164.2
                                             --------    -------     --------

Total Liabilities and Equity                $4,594.3   $4,020.8     $4,140.7
                                            ========   ========     ========

See accompanying notes to consolidated condensed financial statements.

</TABLE>

<PAGE>


<TABLE>
<CAPTION>


                       GENERAL MILLS, INC.
         CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                    (Unaudited) (In Millions)


                                                    Twenty-Six Weeks Ended
                                                 November 28,  November 29,
                                                     1999         1998

<S>                                                  <C>           <C>
Cash Flows - Operating Activities:
  Net earnings                                       $352.2        $288.6
  Adjustments to reconcile earnings to cash flow:
    Depreciation and amortization                      97.7          94.4
    Deferred income taxes                              12.1          12.1
    Change in current assets and liabilities         (113.4)       (112.8)
    Unusual items                                       -            51.6
    Other, net                                        (24.8)        (22.5)
                                                      -----         -----
  Cash provided by continuing operations              323.8         311.4
  Cash used by discontinued operations                 (1.4)         (2.1)
                                                      -----         -----
    Net Cash Provided by Operating Activities         322.4         309.3
                                                      -----         -----

Cash Flows - Investment Activities:
  Purchases of land, buildings and equipment         (132.7)       (123.8)
  Investments in businesses, intangibles and
    affiliates, net of investment returns
    and dividends                                    (201.9)         (8.8)
  Purchases of marketable investments                  (5.5)         (4.8)
  Proceeds from sale of marketable investments          5.9          17.7
  Other, net                                            9.7         (11.6)
                                                      -----         -----
    Net Cash Used by Investment Activities           (324.5)       (131.3)
                                                      -----         -----

Cash Flows - Financing Activities:
  Change in notes payable                             369.7         129.2
  Issuance of long-term debt                           54.2          56.9
  Payment of long-term debt                           (78.0)        (52.5)
Common stock issued                                    60.5          32.0
  Purchases of common stock for treasury             (162.9)       (169.7)
  Dividends paid                                     (167.2)       (163.1)
  Other, net                                           (7.7)         (7.7)
                                                      -----         -----
    Net Cash Used by Financing Activities              68.6        (174.9)
                                                      -----        ------

Increase in Cash and Cash Equivalents                $ 66.5         $ 3.1
                                                     ======         =====

See accompanying notes to consolidated condensed financial statements.

</TABLE>

<PAGE>


                          GENERAL MILLS, INC.
          NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                              (Unaudited)

(1)   Background

These  financial  statements do not include  certain  information  and footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.  However, in the opinion of management,  all adjustments  considered
necessary  for a fair  presentation  have  been  included  and  are of a  normal
recurring nature.  Operating results for the twenty-six weeks ended November 28,
1999 are not necessarily  indicative of the results that may be expected for the
fiscal year ending May 28, 2000.

These statements should be read in conjunction with the financial statements and
footnotes  included in our annual  report for the year ended May 30,  1999.  The
accounting policies used in preparing these financial statements are the same as
those described in our annual report.

Certain amounts in the prior year financial statements have been reclassified to
conform to the current year presentation.

(2) Acquisitions

On June 30, 1999, we acquired  certain grain  elevators and related  assets from
Koch Agriculture  Company.  On August 12, 1999, we acquired  Gardetto's  Bakery,
Inc. of Milwaukee, Wisconsin. Gardetto's is a leading national marketer of baked
snack mixes and flavored pretzels.

The aggregate purchase price of these acquisitions, both of which were accounted
for using the purchase method,  totaled  approximately $163 million,  subject to
adjustments.  Goodwill  associated  with  the  Gardetto's  acquisition  is being
amortized on a straight-line basis over 40 years.

(3) Unusual Items

In last  year's  second  quarter,  we  recorded  restructuring  charges of $51.6
million  pretax,   $32.3  million  after  tax  ($.10  per  diluted  share.   The
restructuring  actions primarily  reflected  further  streamlining of our supply
chain as part of the broad  consolidation of these  activities  announced in May
1998.  Actions  included  consolidating  manufacturing  of certain products into
fewer locations, and consolidating warehouse,  distribution and sales activities
across the company's  packaged  food,  foodservice  and milling  operations.  In
addition, the second-quarter charge included our share of restructuring by Snack
Ventures Europe,  our joint venture with PepsiCo,  to improve its  manufacturing
cost structure. Slightly more than half of the total charge reflected write-down
of assets;  the remaining  cash portion was  primarily  related to severance and
asset redeployment expenses.  These restructuring  activities were substantially
completed by the end of fiscal 1999.

(4) Statements of Cash Flows

During the first six months,  we made interest payments of $65.6 million (net of
amount capitalized) and paid $132.0 million in income taxes.


<PAGE>


(5) Comprehensive Income

The  following  table  summarizes  total  comprehensive  income for the  periods
presented (in millions):

                               Thirteen Weeks Ended  Twenty-Six Weeks Ended
                                 Nov. 28, Nov. 29,    Nov. 28,    Nov. 29,
                                   1999     1998        1999       1998

  Net Earnings                    $193.7    $143.6     $352.2     $288.6
  Other comprehensive
   income (loss):
     Unrealized gain on
      securities                    (2.0)      1.3       (4.2)       4.0
     Foreign currency
      translation adjustments         .9       4.4       (1.4)       3.0
                                  -------   -------     ------    ------
                                    (1.1)      5.7       (5.6)       7.0
                                  -------   -------     ------    ------
      Total comprehensive income  $192.6    $149.3      $346.6    $295.6
                                  ======    ======      ======    ======

(6)    Changes in Capital Stock

On September 27, 1999, the Board of Directors declared a two-for-one stock split
effected in the form of a 100 percent stock  dividend  whereby each  shareholder
received one additional share of General Mills common stock on November 8, 1999,
for each share  owned at the close of  business  on October 8, 1999.  Prior year
information  throughout  these  financial  statements  is restated for the stock
split, to present all data on a consistent and comparable basis.

(7) Subsequent Event

On December 15, 1999,  we announced  that we had signed an agreement to purchase
Small  Planet  Foods,  a leading  producer  of organic  food  products  based in
Sedro-Woolley,  Washington.  Small  Planet's  Cascadian  Farm brand  consists of
organic frozen fruits,  vegetables,  juices and entrees while the company's Muir
Glen line includes organic canned tomatoes,  pasta sauces, salsa and condiments.
Combined annual sales for these organic brands total approximately $60 million.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

Continuing  operations  generated  $12.4  million more cash in the first half of
fiscal 2000 than in the same prior-year period. The increase in cash provided by
operations  as compared  to last year was  primarily  caused by a $13.0  million
increase in cash from operations, after adjustment for non-cash items.

Fiscal 2000 fixed asset  expenditures are estimated to be approximately  $270 to
$285  million.  During the first six months,  fixed asset  expenditures  totaled
$132.7  million.  Total  capital  investments,  including  investments  in joint
ventures, are estimated to be approximately $300 to $330 million.

Our  short-term  outside  financing  is obtained  through  private  placement of
commercial paper and bank notes. Our level of notes payable  fluctuates based on
cash flow needs.

Our long-term  outside  financing is obtained  primarily through our medium-term
note program.  Activity  through six months under this program  consisted of the
issuance of $49.0 million in notes and debt payments of $73.3 million.


RESULTS OF OPERATIONS

All per share  references  in the  following  discussion  are  based on  diluted
shares,  except  where  indicated,  and all prior  year per share data have been
restated for the two-for-one stock split effective November 8, 1999.

Sales for the second quarter ended November 28, 1999, totaled $1,817 million, up
8 percent  from the prior  year.  Earnings  per share of 62 cents for the second
quarter  of fiscal  2000,  were up 11  percent  from 56 cents  per share  before
unusual items earned in the same period last year.  Basic  earnings per share of
64 cents for the second  quarter were up 10 percent from 58 cents before unusual
items. After-tax earnings grew 10 percent to $193.7 million.

First half sales of $3,391  million  were up 8 percent from the first six months
one year ago.  Through six  months,  earnings  per share  totaled  $1.12,  up 10
percent from $1.02 earned  before  unusual items last year.  Basic  earnings per
share of $1.16 for the first  half were also up 10  percent  from  $1.05  before
unusual  items.  Earnings after tax also grew 10 percent before unusual items to
$352.2 million.

General  Mills'  net  earnings  for  last  year's  second  quarter   included  a
restructuring charge of $32.3 million after-tax,  or 10 cents per diluted share,
primarily related to streamlining  supply chain activities (See Note (3) Unusual
Items). Including this unusual item, earnings per share totaled 46 cents in last
year's second quarter, and 92 cents in last year's first half.

With the 8 percent  increase in  second-quarter  shipments,  General Mills' U.S.
foods unit volume was up 7 percent  through the first six months of fiscal 2000.
This strong growth  included  incremental  volume from three  recently  acquired
businesses:  Lloyd's  refrigerated  entrees (acquired  January 1999);  Farmhouse
Foods side dishes  (February  1999) and  Gardetto's  baked  snack foods  (August
1999).  Excluding acquired businesses,  General Mills' U.S. food volume was up 5
percent for the quarter and 4 percent through six months.

Big G cereal  unit  volume  grew 5 percent in the second  quarter.  This  growth
included good gains by major established brands including Cheerios, Lucky Charms
and Golden Grahams.  In addition,  the quarter included  significant volume from
new products.  Honey Nut Chex,  which reached  nationwide  distribution in March
1999, continues to record consistently strong volume and market shares.  Nesquik
and Sunrise  cereals,  launched in the spring of 1999,  contributed  incremental
volume.  The second  quarter also  included  shipments of  Millenios  cereal,  a
limited-time  Cheerios variety, and the nationwide launch of Brown Sugar and Oat
Total  cereal,  a new variety  added to the Total brand  franchise.  Through six
months,  Big G's share of cereal  category pound volume in all  Nielsen-measured
outlets was up 1.5  percentage  points to 27 percent,  and its share of category
dollar sales increased to more than 32 percent.

Combined  unit  volume for the  company's  other U.S.  foods  businesses  grew 9
percent  in the  quarter.  Second-quarter  volume  for  Betty  Crocker  products
declined 1 percent in total.  The new Chicken  Helper line continued to generate
strong volume, but overall dinner mix shipments were lower due to sales declines
in established Hamburger Helper varieties.  A revised marketing program designed
to restore dinner mix growth will be implemented in the second half.  Volume for
Betty  Crocker  desserts  and  family  flour  was  also  lower  in the  quarter,
reflecting the impact of significantly higher competitive marketing spending.

Total unit volume for the company's  convenience  foods  businesses  (snacks and
yogurt)  grew 18 percent  in the second  quarter.  Snacks  performance  included
double-digit growth for fruit snacks,  powered by strong introductory  shipments
of  Pokemon  fruit  rolls.  Volume  for Chex Mix  snacks  grew 17 percent in the
quarter,  and the recently acquired Gardetto's business  contributed  additional
volume.  Yogurt volume continued to grow at a double-digit pace, fueled by solid
gains from  established  Yoplait product lines and the continued  success of new
Yoplait  Go-Gurt,  which  reached  nationwide  distribution  during the quarter.
Combined  dollar  share for Yoplait and Colombo  grew to a record 34 percent for
the first half,  up 4 percentage  points.  In addition to these retail  business
gains,  second-quarter unit volume for established Foodservice businesses grew 6
percent, and including Gardetto's, Foodservice volume grew 13 percent.

Unit volume for the company's  international  operations was up 6 percent in the
second quarter and 4 percent through the first half.  Cereal Partners  Worldwide
(CPW),  the  company's  joint venture with Nestle,  posted an 11 percent  volume
increase  for the  quarter,  led by strong  performance  in the United  Kingdom,
France,  Spain,  Portugal  and Mexico.  CPW's  combined  share of its  worldwide
markets for  calendar  1999 to date grew to 20 percent.  Total  volume for Snack
Ventures  Europe (SVE),  the company's  joint venture with PepsiCo,  increased 4
percent in the second quarter,  despite  continued market weakness in Russia. In
SVE's core western European markets only, volume growth was 6 percent.

Through the first six months,  international  joint  ventures  contributed  $6.6
million to General Mills' after-tax earnings, up from approximately breakeven in
last year's first half.

In Canada,  second-quarter  volume was up 1 percent overall, as 5 percent growth
in cereal volume offset  softness on certain Betty Crocker  products.  Honey Nut
Chex cereal was  successfully  introduced  during the quarter and General Mills'
cereal share in Canada grew to 17 percent for the year-to-date.

During the second  quarter,  General  Mills  repurchased  2.5 million  shares of
common stock under the company's  ongoing program.  Through the first six months
of fiscal  2000,  a total of 4.1  million  shares  have been  repurchased  at an
average price of approximately $39 per share. Average diluted shares outstanding
for the quarter  totaled 313.1  million,  compared to 313.5 million in the prior
year.  Interest  expense of $34.1  million in the  quarter was up from the prior
year,   reflecting   higher  rates  and  higher  debt  levels   associated  with
acquisitions and share repurchase activity.

Our effective tax rates  (excluding  unusual  items) for the second  quarter and
first half of fiscal  2000 were 35.4  percent  and 35.7  percent,  respectively,
compared to 36.6  percent and 36.7  percent in last  year's  second  quarter and
first half.  Our  reported tax rates for the first six months of fiscal 2000 and
1999 were 35.7 percent and 36.7 percent, respectively.

YEAR 2000

We have devoted  significant  resources  throughout  the company to minimize the
risk of potential disruption from year 2000 issues related to computers or other
equipment with date-sensitive  software and embedded chip systems. If we, or our
significant  customers,  suppliers  or other third  parties fail to correct year
2000 issues during the year 2000 transition  period,  our ability to operate our
businesses  could be adversely  affected.  However,  based on our  assessment of
operations through January 6, 2000, we have not experienced any significant year
2000 issues.

We  assessed,  inventoried  and  classified  year  2000  issues  on  all  of our
information  systems   infrastructure  and  non-technical  assets  (e.g.,  plant
production  equipment).  Information  systems that were year 2000 deficient were
modified,  upgraded or replaced and tested for compliance.  All non-I.T.  assets
(including  production equipment) were tested and certified year 2000 compliant.
The costs of addressing  internal system year 2000 issues totaled  approximately
$26 million, all of which have been incurred, and which were not material to our
financial position, results of operations or cash flows.

We have surveyed significant customers,  suppliers and third parties critical to
our   business   operations   to   determine   their   year   2000   compliance.
Cross-functional  planning  teams  assessed the  associated  risks and developed
contingency  plans  including  identifying  and  securing  alternate  suppliers,
adjusting  manufacturing   schedules,   stockpiling  of  certain  materials  and
equipment,  contracting additional staff, procuring backup generators, and other
measures considered appropriate by management. We also established backup manual
procedures  similar to existing  procedures  developed for our disaster recovery
plan. We will  continue to modify these plans  through the year 2000  transition
period as additional information becomes available.


<PAGE>


                                PART II

Item 4.  Submission of Matters to a Vote of Security Holders.

    (a)  The Annual Meeting of Stockholders  was held on September 27, 1999. The
         voting  results  reported below do not reflect the stock split effected
         November 8, 1999 (see Item 6(b)).

    (b) All directors nominated were elected at the Annual Meeting.

    (c) For the election of directors, the results were as follows:

            Stephen R. Demeritt  For          132,747,981
                                 Withheld         337,708

            Livio D. DeSimone    For          132,730,919
                                 Withheld         354,770

            William T. Esrey     For          132,684,436
                                 Withheld         401,253

            Raymond V. Gilmartin For          132,675,130
                                 Withheld         410,559

            Judith R. Hope       For          132,662,702
                                 Withheld         422,987

            Robert L. Johnson    For          132,587,424
                                 Withheld         498,265

            Heidi G. Miller      For          132,597,810
                                 Withheld         487,879

            Michael D. Rose      For          132,649,538
                                 Withheld         436,151

            Stephen W. Sanger    For          132,738,444
                                 Withheld         347,245

            A. Michael Spence    For          132,683,996
                                 Withheld         401,693

            Dorothy A. Terrell   For          132,705,391
                                 Withheld         380,298

            Raymond G. Viault    For          132,744,065
                                 Withheld         341,624

            C. Angus Wurtele     For          132,607,690
                                 Withheld         477,999

The  ratification of the appointment of KPMG LLP as auditors for fiscal 2000 was
approved:

                   For:  132,745,000
               Against:      177,780
               Abstain:      162,909



<PAGE>


Item 5.  Other Information.

This  report  contains  certain  forward-looking  statements  which are based on
management's current views and assumptions regarding future events and financial
performance.  These  statements  are  qualified  by  reference  to  the  section
"Cautionary Statement Relevant to Forward-Looking  Information" in Item 1 of our
Annual  Report on Form 10-K for the fiscal year ended May 30, 1999,  which lists
important  factors that could cause  actual  results to differ  materially  from
those discussed in this report.

Item 6.  Exhibits and Reports on Form 8-K.

    (a)  Exhibits

         Exhibit 11 Statement of Computation of Earnings per Share.

         Exhibit 12 Statement of Ratio of Earnings to Fixed Charges.

         Exhibit 27 Financial Data Schedule.

    (b)  Reports on Form 8-K

         On  September  29, 1999,  the Company  filed a Form 8-K  reporting  the
         September  27,  1999,  authorization  by the Board of  Directors  for a
         2-for-1 split of General  Mills' common stock effected in the form of a
         100% stock dividend.  Each stockholder received one additional share of
         common  stock  for each  share  owned as of the  close of  business  on
         October 8, 1999. One additional  stock  certificate  was mailed to each
         such  stockholder  on November 8, 1999. The stock split does not result
         in any gain or loss for federal income tax purposes.



                                SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                      GENERAL MILLS, INC.
                                         (Registrant)


Date  January 7, 2000           /s/ S. S. Marshall
      ---------------          ----------------------------------
                                S. S. Marshall
                                Senior Vice President,
                                General Counsel


Date  January 7, 2000           /s/ K. L. Thome
      ---------------          --------------------------------
                                K. L. Thome
                                Senior Vice President,
                                Financial Operations



                                                  Exhibit 11


                       GENERAL MILLS, INC.
                COMPUTATION OF EARNINGS PER SHARE
              (In Millions, Except per Share Data)

<TABLE>
<CAPTION>
                                   Thirteen Weeks Ended       Twenty-Six Weeks Ended
                                  November 28, November 29,  November 28,  November 29,
                                      1999       1998            1999         1998
                                   ---------  ---------       ---------    ---------



<S>                                 <C>       <C>               <C>         <C>
Net Earnings                        $193.7    $ 143.6           $352.2      $288.6
                                    ======    =======           ======      ======


Average Number of Common Shares -
  Basic EPS (a)                      303.5      305.8            303.9       307.0

Incremental Share Effect from:

  -Stock options (b)                   9.5        7.6              9.7         7.0

  -Restricted stock, stock rights
        and puts                        .1         .1               .1          .1
                                   -------    -------           ------    --------

Average Number of Common Shares -
  Diluted EPS                        313.1      313.5            313.7       314.1
                                     =====      =====            =====       =====

Earnings per Share - Basic            $.64       $.47            $1.16        $.94
                                      ====       ====            =====        ====

Earnings per Share - Diluted          $.62       $.46            $1.12        $.92
                                      ====       ====            =====        ====


Notes to Exhibit 11:

(a) Computed as the weighted average of net shares outstanding on stock-exchange
    trading days.

(b) Incremental  shares from stock options are computed by the "treasury  stock"
    method.  This method first  determines  the number of shares  issuable under
    stock  options that had an option  price below the average  market price for
    the  period,  and then  deducts  the  number of shares  that could have been
    repurchased with the proceeds of options exercised.
</TABLE>

                                              Exhibit 12

<TABLE>
<CAPTION>
                       RATIO OF EARNINGS TO FIXED CHARGES

                   Twenty-Six Weeks Ended            Fiscal Year Ended
                 November 28, November 29,   May 30, May 31, May 25, May 26, May 28,
                      1999       1998         1999    1998    1997    1996    1995
                   ---------------------    ----------------------------------

<S>                   <C>        <C>          <C>     <C>     <C>     <C>     <C>
Ratio of Earnings
  to Fixed Charges    7.77       7.32         6.67    5.63    6.54    6.94    4.10


For  purposes of  computing  the ratio of earnings  to fixed  charges,  earnings
represent  pretax income from  continuing  operations,  plus pretax  earnings or
losses of joint ventures plus fixed charges (net of capitalized interest). Fixed
charges represent  interest (whether expensed or capitalized) and one-third (the
proportion deemed  representative of the interest factor) of rents of continuing
operations.
</TABLE>

<TABLE> <S> <C>

<ARTICLE>                5
<LEGEND>
This schedule contains summary financial information extracted from our
Form 10-Q for the twenty-six week period ended November 28, 1999, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>

<S>                            <C>
<PERIOD-TYPE>                           6-MOS
<FISCAL-YEAR-END>                 MAY-28-2000
<PERIOD-START>                    MAY-31-1999
<PERIOD-END>                      NOV-28-1999
<CASH>                             70,400,000
<SECURITIES>                                0
<RECEIVABLES>                     562,500,000
<ALLOWANCES>                                0
<INVENTORY>                       497,300,000
<CURRENT-ASSETS>                1,305,400,000
<PP&E>                          2,843,400,000
<DEPRECIATION>                 (1,469,500,000)
<TOTAL-ASSETS>                  4,594,300,000
<CURRENT-LIABILITIES>           2,091,700,000
<BONDS>                         1,664,700,000
                       0
                                 0
<COMMON>                          679,900,000
<OTHER-SE>                       (423,200,000)
<TOTAL-LIABILITY-AND-EQUITY>    4,594,300,000
<SALES>                         3,390,800,000
<TOTAL-REVENUES>                3,390,800,000
<CGS>                           1,349,600,000
<TOTAL-COSTS>                   1,349,600,000
<OTHER-EXPENSES>                            0
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                 66,800,000
<INCOME-PRETAX>                   537,200,000
<INCOME-TAX>                      191,600,000
<INCOME-CONTINUING>               352,200,000
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                      352,200,000
<EPS-BASIC>                            1.16 <F1>
<EPS-DILUTED>                            1.12 <F1>
<FN>
On September 27, 1999, the company's board of directors declared a 2-for-1
split of General Mills common stock for shareholders of record on October 8,
1999, payable November 8, 1999.
All share and per share data have been adjusted to reflect the stock split.
Prior Financial Data Schedules have not been restated for the stock split.
</FN>


</TABLE>


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