Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 8, 2008, the General Mills, Inc. Board of Directors amended the company's By-Laws to:

• Clarify that the process outlined in the By-Laws are the exclusive means to nominate directors and raise other business at the company's annual stockholders' meetings, and require more complete information concerning the interest of stockholders making proposals;

• Ensure that former officers' and directors' indemnification rights cannot be adversely affected by amendments to the By-Laws made after the events giving rise to the indemnification claim; and

• Authorize the company's chief executive officer to appoint vice presidents, division presidents, assistant secretaries and assistant treasurers of the company, while maintaining the Board's authority to elect the chairman, chief executive officer, secretary, treasurer and other executive officers.

This description is qualified in its entirety by reference to the text of the By-Laws. The By-Laws are filed as Exhibit 3.1 and are hereby incorporated by reference into this Current Report.

Item 9.01 Financial Statements and Exhibits.

3.1 By-Laws of General Mills, Inc., as amended through December 8, 2008

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