Part I.   FINANCIAL INFORMATION

Item 1.   Financial Statements.

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

			Thirteen Weeks Ended						Thirty-nine Weeks Ended
			Feb. 22, 2004			Feb. 23, 2003			Feb. 22, 2004			Feb. 23, 2003
Net Sales			$	2,703		$	2,645		$	8,281		$	7,960
Costs and Expenses:
Cost of sales				1,638			1,567			4,909			4,627
Selling, general and administrative				589			592			1,857			1,861
Interest, net				123			135			384			417
Restructuring and other exit costs				5			1			14			58
Total Costs and Expenses				2,355			2,295			7,164			6,963
Earnings before Taxes and Earnings
from Joint Ventures				348			350			1,117			997
Income Taxes				121			123			391			349
Earnings from Joint Ventures				15			13			51			44
Net Earnings			$	242		$	240		$	777		$	692
Earnings per Share – Basic			$	.64		$	.65		$	2.08		$	1.88
Average Number of Common Shares				375			369			374			368
Earnings per Share – Diluted			$	.63		$	.63		$	2.03		$	1.84
Average Number of Common Shares –
Assuming Dilution				383			379			383			377
Dividends per Share			$	.275		$	.275		$	.825		$	.825

See accompanying notes to consolidated condensed financial statements.

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

			February 22, 2004			February 23, 2003			May 25, 2003
ASSETS
Current Assets:
Cash and cash equivalents			$	710		$	1,202		$	703
Receivables				1,052			1,111			980
Inventories:
Valued primarily at FIFO				340			365			315
Valued at LIFO (FIFO value exceeds LIFO by
$33, $36 and $27, respectively)				814			721			767
Prepaid expenses and other current assets				184			161			184
Deferred income taxes				178			280			230
Total Current Assets				3,278			3,840			3,179
Land, Buildings and Equipment, at Cost				5,208			4,749			4,929
Less accumulated depreciation				(2,165	)		(1,940	)		(1,949	)
Net Land, Buildings and Equipment				3,043			2,809			2,980
Goodwill				6,690			6,372			6,650
Other Intangible Assets				3,640			3,612			3,622
Other Assets				1,883			1,929			1,796
Total Assets			$	18,534		$	18,562		$	18,227
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable			$	1,111		$	1,286		$	1,303
Current portion of long-term debt				222			120			105
Notes payable				714			1,746			1,236
Other current liabilities				615			804			800
Total Current Liabilities				2,662			3,956			3,444
Long-term Debt				7,767			7,473			7,516
Deferred Income Taxes				1,740			1,717			1,661
Other Liabilities				1,026			1,104			1,131
Total Liabilities				13,195			14,250			13,752
Minority Interests				299			300			300
Stockholders’ Equity:
Cumulative preference stock, none issued				—			—			—
Common stock, 502 shares issued				5,740			5,676			5,684
Retained earnings				3,548			2,956			3,079
Less common stock in treasury, at cost, shares
of 126, 133 and 132, respectively				(4,005	)		(4,232	)		(4,203	)
Unearned compensation				(97	)		(49	)		(43	)
Accumulated other comprehensive loss				(146	)		(339	)		(342	)
Total Stockholders’ Equity				5,040			4,012			4,175
Total Liabilities and Equity			$	18,534		$	18,562		$	18,227

See accompanying notes to consolidated condensed financial statements.

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

			Thirty-nine Weeks Ended
			February 22, 2004			February 23, 2003
Cash Flows – Operating Activities:
Net earnings			$	777		$	692
Adjustments to reconcile net earnings to cash flow:
Depreciation and amortization				291			270
Deferred income taxes				96			14
Changes in current assets and liabilities
excluding effects of businesses acquired				(435	)		82
Tax benefit on exercised options				43			15
Pension and other postretirement activity				(47	)		(63	)
Restructuring and other exit costs				14			58
Other, net				12			(36	)
Net Cash Provided by Operating Activities				751			1,032
Cash Flows – Investment Activities:
Purchases of land, buildings and equipment				(403	)		(387	)
Investments in businesses, intangibles and affiliates,
net of investment returns and dividends				(43	)		(71	)
Purchases of marketable investments				(7	)		(61	)
Proceeds from sale of marketable investments				88			57
Proceeds from disposal of land, buildings & equipment				22			1
Other, net				8			(47	)
Net Cash Used by Investment Activities				(335	)		(508	)
Cash Flows – Financing Activities:
Change in notes payable				(535	)		(1,857	)
Issuance of long-term debt				576			2,039
Payment of long-term debt				(246	)		(294	)
Proceeds from minority investors, net				—			147
Common stock issued				122			75
Purchases of common stock for treasury				(14	)		(25	)
Dividends paid				(309	)		(304	)
Other, net				(3	)		(78	)
Net Cash Used by Financing Activities				(409	)		(297	)
Increase in Cash and Cash Equivalents			$	7		$	227
Cash Flows from Changes in Current Assets and
Liabilities, Excluding Effects of Businesses Acquired:
Receivables				(40	)		(108	)
Inventories				(50	)		(26	)
Prepaid expenses and other current assets				1			(5	)
Accounts payable				(204	)		59
Other current liabilities				(142	)		162
Changes in Current Assets and Liabilities			$	(435	)	$	82

See accompanying notes to consolidated condensed financial statements.

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

(1)   Background

The accompanying consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include certain information and disclosures required for comprehensive financial statements. 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 thirty-nine weeks ended February 22, 2004 are not necessarily indicative of the results that may be expected for the fiscal year ending May 30, 2004.

These statements should be read in conjunction with the consolidated financial statements and footnotes included in our Form 10-K for the year ended May 25, 2003. The accounting policies used in preparing these consolidated condensed financial statements are the same as those described in Note One of our Form 10-K.

Certain amounts in prior-period consolidated condensed financial statements have been reclassified to conform to the current period classifications.

Stock-based Compensation Expense for Stock Options

We use the intrinsic value method for measuring the cost of compensation paid in Company common stock. This method defines our cost as the excess of the stock’s market value at the time of the grant over the amount that the employee is required to pay. Our stock option plans require that the employee’s payment (i.e., exercise price) be the market value as of the grant date. The following table illustrates the pro forma effect on net earnings and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” to stock-based employee compensation.

			13 Weeks Ended						39 Weeks Ended
In Millions, except per share data			Feb. 22, 2004			Feb. 23, 2003			Feb. 22, 2004			Feb. 23, 2003
Net earnings, as reported			$	242		$	240		$	777		$	692
Add: Stock-based employee compensation
expense included in reported net
earnings, net of related tax effects				5			3			12			10
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all
awards, net of related tax effects				(18	)		(18	)		(47	)		(50	)
Pro forma net earnings			$	229		$	225		$	742		$	652
Earnings per share:
Basic – as reported			$	.64		$	.65		$	2.08		$	1.88
Basic – pro forma			$	.61		$	.61		$	1.99		$	1.77
Diluted – as reported			$	.63		$	.63		$	2.03