General Mills, Inc. Form 8-K dated March 23, 2005

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):   March 23, 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 (17CFR230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))











Item 8.01   Other Events.

On March 23, 2005, General Mills, Inc. announced that it had commenced a cash tender offer for up to $500 million aggregate principal amount of its outstanding 6% notes due 2012. A copy of a press release dated March 23, 2005 related to the tender offer is filed with this Current Report as Exhibit 99.1.

Item 9.01   Financial Statements and Exhibits.

  (c)   Exhibits

  Exhibit 99.1     Press release of General Mills, Inc. dated March 23, 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.

           
Dated:    March 24, 2005   GENERAL MILLS, INC.


 

By:   

/s/   Siri S. Marshall		 
 
    Name:    Siri S. Marshall 
    Title:    Senior Vice President, Corporate Affairs
and General Counsel		 




















EXHIBIT INDEX


Exhibit
Number		         Description
 
99.1 Press release of General Mills, Inc. dated March 23, 2005.