General Mills (GIS)

The Audit Committee has reviewed and discussed the Company’s audited financial statements for the fiscal year ended May 27, 2007 with management, the internal auditor and KPMG LLP, the Company’s independent registered public accounting firm, with and without management present. In connection with that review, the Audit Committee considered and discussed the quality of the Company’s financial reporting and disclosures, management’s assessment of the Company’s internal control over financial reporting and

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KPMG LLP’s evaluation of the Company’s internal control over financial reporting. The Audit Committee discussed and reviewed with KPMG LLP critical accounting policies and practices, internal controls, other material written communications to management and the scope of KPMG LLP’s audit. The Audit Committee also has discussed with KPMG LLP matters relating to its judgments about the quality, as well as the acceptability, of the Company’s accounting principles as applied in its financial reporting as required by Statement of Auditing Standards No. 61 (Communications with Audit Committees), as amended.

In addition, the Audit Committee has discussed with KPMG LLP its independence from management and the Company, as well as the matters in the written disclosures received from KPMG LLP and required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). The Audit Committee received a letter from KPMG LLP confirming its independence and discussed with KPMG LLP the matters covered by that letter.

The Audit Committee has reviewed all fees paid to KPMG LLP during the fiscal year and has considered the compatibility of KPMG LLP’s performance of non-audit services, including the tax planning services described below, with the maintenance of KPMG LLP’s independence as the Company’s independent registered public accounting firm.

Based on the Audit Committee’s review and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 2007 for filing with the SEC.

SUBMITTED BY THE AUDIT COMMITTEE:

Judith Richards Hope, Chair
Paul Danos
William T. Esrey
Robert L. Ryan
Dorothy A. Terrell

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

The following table shows aggregate fees billed to us for fiscal years ended May 27, 2007 and May 28, 2006 by KPMG LLP, our independent registered public accounting firm.

The Audit Committee has determined that the performance of services described above is compatible with maintaining the independence of KPMG LLP.