8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):   November 1, 2005

GENERAL MILLS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-1185	41-0274440
(State of Incorporation)	(Commission	(IRS Employer
	File Number)	Identification No.)
Number One General Mills Boulevard
Minneapolis, Minnesota		55426
(Mail: P.O. Box 1113)		(Mail: 55440)
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:   (763) 764-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On November 1, 2005, General Mills, Inc. (the “Company”) issued a press release announcing the expiration of the put option for holders of the Company’s Zero Coupon Convertible Senior Debentures Due 2022 and reporting the results of the put option. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release of General Mills, Inc. dated November 1, 2005.

SIGNATURE

        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 hereunto duly authorized.

Date:   November 1, 2005 GENERAL MILLS, INC.

By:	/s/   Siri S. Marshall
	Name:   Siri S. Marshall Title:     Senior Vice President, General Counsel &                     Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of General Mills, Inc. dated November 1, 2005.

EX-99.1

Exhibit 99.1

November 1, 2005

Contacts:   (media) Marybeth Thorsgaard: 763-764-6364
(analysts) Kris Wenker: 763-764-2607

GENERAL MILLS ANNOUNCES EXPIRATION OF PUT OPTION FOR
ZERO COUPON CONVERTIBLE SENIOR DEBENTURES DUE 2022

        MINNEAPOLIS, MINN. – General Mills, Inc. (NYSE: GIS) announced today that the right of the holders of the General Mills Zero Coupon Convertible Senior Debentures due 2022 (CUSIP Nos. 370334 AT1 and 370334 AU8) (the “debentures”) to surrender debentures for purchase by General Mills pursuant to the terms of the indenture document expired at 5:00 p.m., New York City time, on Friday, October 28, 2005.

        Debentures in an aggregate principal amount at maturity of approximately $1.86 billion were validly surrendered for purchase, and General Mills has purchased all such debentures. The purchase price of the debentures was $712.97 in cash per $1,000 principal amount at maturity of the debentures. Accordingly, the aggregate purchase price for all of the debentures validly surrendered for purchase was approximately $1.33 billion. This leaves outstanding approximately $371 million in aggregate principal amount at maturity of the debentures, or approximately $264 million of current accreted value. General Mills used the proceeds from the issuance of commercial paper to fund the purchase price of the debentures. As previously disclosed, the company also intends to settle in cash any future purchase or conversion of the remaining debentures, and will seek the consent of bondholders to amend the indenture document to expressly provide for cash settlement.