02-26931. Issuer Delisting; Notice of Application To Withdraw From Listing and Registration on the Chicago Stock Exchange, Inc. (General Mills, Inc., Common Stock, $.10 Par Value)

October 17, 2002.

General Mills, Inc., a Delaware corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its Common Stock, $.10 par value (“Security”), from listing and registration on the Chicago Stock Exchange, Inc. (“CHX” or “Exchange”).

The Issuer states in its application that it has met the complied with the requirements of the CHX Article XXVIII, Rule 4, by complying with Exchange's rules governing an issuer's voluntary withdrawal of a security from listing and registration. In making the decision to withdraw the Security from listing and registration on the CHX, the Issuer considered the annual volume of its Security trading on the Exhange, and the cost and expenses to maintain a dual listing of its Security on the New York Stock Exchange, Inc. (“NYSE”) and on the CHX. The Issuer states that the Security has traded on the NYSE since 1928.

The Issuer's application relates solely to the withdrawal of the Security from listing on the CHX and shall have no affect upon the Security's continued listing and registration on the NYSE under Section 12(b) of the Act.^[3]

Any interested person may, on or before November 7, 2002, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the CHX and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[4]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  17 CFR 200.30-3(a)(1).