From: Ken Thome [Ken.Thome@genmills.com]
Sent: Friday, December 13, 2002 2:33 PM
To: rule-comments@sec.gov
Subject: SEC Rule Regarding Non-GAAP EPS (s7-43-02)

December 13, 2002 
Mr. Jonathan G. Katz, Secretary 
U.S. Securities and Exchange Commission 
450 Fifth Street, NW 
Washington, DC 20549-0609 

Re:  Release 33-8145

Dear Mr. Katz: 

We support the Commission' s proposal requiring public companies that 
disclose non-GAAP financial measures to also include in their disclosure 
(1) a presentation of the most comparable GAAP financial measure and 
(2) a reconciliation of the differences between the non-GAAP financial 
measure and the comparable GAAP financial measure.

However, we believe public companies should be permitted to present 
non-GAAP measures on a per share basis, provided the most comparable 
GAAP financial measure and a reconciliation of the GAAP measure and 
the non-GAAP measure are also presented. We believe per share information 
is important to investors and analysts, and the exclusion of such 
information would reduce the usefulness of financial disclosures. 

Thank you for this opportunity to comment on the proposed rule. 

Sincerely,

K. L. Thome
Senior Vice President, Financial Operations
General Mills, Inc.