SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DIAGEO PLC

(Last)

(First)

(Middle)

8 HENRIETTA PLACE

(Street)

LONDON

W1G 0NB

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GENERAL MILLS INC [ GIS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/04/2004		S		3,996,863	D	$44.4⁽³⁾	75,003,137	I	Held by indirect wholly owned subsidiaries of Diageo plc

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call Option	$51.56	10/04/2004		J⁽¹⁾⁽²⁾		3,996,863		⁽¹⁾⁽²⁾	10/28/2005	Common Stock	3,996,863	⁽¹⁾⁽²⁾	25,095,457	I	Held by indirect wholly owned subsidiaries of Diageo plc

Explanation of Responses:

1. Pursuant to two Call Option Agreements dated as of October 23, 2002 and October 28, 2002 (the "Call Option Agreements") between General Mills, Inc. ("General Mills") and Diageo Midwest B.V. ("DMWBV"), a company organized under the laws of the Netherlands, to which Diageo Great Britain Limited ("DGBL") and Diageo US Limited ("DUSL"), each a private limited company organized under the laws of England and Wales and an indirectly wholly owned subsidiary of Diageo plc, are successors in interest, General Mills has been granted the option to purchase 29,092,320 of its ordinary shares held by DUSL and DGBL (the "Option Shares"). Under the Call Option Agreements, General Mills may exercise the call options through September 28, 2005 subject to certain conditions.

2. The call options expire on October 28, 2005. DGBL transferred its obligations under the Call Option Agreements to Diageo Pension Trust Limited with respect to the 3,996,863 Option Shares that it transferred to Diageo Pension Trust Limited at the same time as the transfer of the underlying Option Shares on October 4, 2004. The price of the call options was calculated based on a reference of $44.40 per underlying share.

3. Diageo Great Britain Limited transferred 3,996,863 shares valued at $44.40 per share to Diageo Pension Trust Limited to satisfy ongoing pension funding obligations.

	/s/John Nicholls	10/05/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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