SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                AMENDED 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 29, 1998

/ /   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) 540-2311
                (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 ___

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 31, 1998,  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

          The  Company  did not file any  reports  on Form 8-K during the second
          quarter of fiscal 1999.


                                   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 8, 1999                                  /s/ S. S. Marshall
      ---------------               -------------------------------------
                                    S. S. Marshall
                                    Senior Vice President,
                                    General Counsel


Date  January 8, 1999                                     /s/ K. L. Thome
      ---------------               -------------------------------------
                                    K. L. Thome
                                    Senior Vice President,
                                    Financial Operations