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     This Amendment No. 4 (“Amendment No. 4”) amends and supplements the Schedule 13D (“Schedule 13D”) of Diageo plc, a public limited company incorporated under the laws of England and Wales (“Diageo”), and Selviac Nederland B.V., a company organized under the laws of the Netherlands and an indirect wholly owned subsidiary of Diageo (“SNBV”), filed with the U.S. Securities and Exchange Commission (“SEC”) on November 13, 2001, as amended by Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D of Diageo, Diageo Holdings Netherlands B.V., a company organized under the laws of the Netherlands and an indirect wholly owned subsidiary of Diageo (“Diageo Holdings Netherlands”), and Diageo Midwest B.V., a company organized under the laws of the Netherlands and an indirect wholly owned subsidiary of Diageo (“DMWBV”), filed with the SEC on October 23, 2002, and as further amended by Amendment No. 2 to the Schedule 13D of Diageo, Diageo Holdings Netherlands and DMWBV, filed with the SEC on October 28, 2002, and as further amended by Amendment No. 3 to the Schedule 13D of Diageo and Diageo Holdings Netherlands filed with the SEC on June 24, 2004, with respect to the common stock of General Mills, Inc., a Delaware corporation (“General Mills”), beneficially owned by Diageo (the “Shares”).

     Item 2 of the Schedule 13D is hereby supplemented by adding the following paragraphs at the end thereof:

     On June 29, 2004, Diageo Holdings Netherlands transferred the Shares to Diageo US Limited (“DUSL”), a private limited company organized under the laws of England and Wales and an indirect wholly owned subsidiary of Diageo. The principal business activities of DUSL relate to the holding and the financing of certain subsidiaries of Diageo. The principal executive offices of DUSL are located at 8 Henrietta Place, London W1G 0NB.

     On October 1, 2004, DUSL transferred 4,500,000 of the Shares to Diageo Great Britain Limited (“DGBL”), a private limited company organized under the laws of England and Wales and an indirect wholly owned subsidiary of Diageo. The principal business activities of DGBL include the holding of certain subsidiaries of Diageo and the employment of certain United Kingdom employees. The principal executive offices of DGBL are located at 8 Henrietta Place, London W1G 0NB. On October 4, 2004, DGBL transferred 3,996,863 of the Shares as more fully described in Item 4 below. DGBL currently owns 503,137 of the Shares.

     References to the “Reporting Persons” herein are to Diageo, DUSL and DGBL.

     The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of Diageo, DUSL and DGBL are set forth in Schedule I hereto and are incorporated by reference herein.

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     During the last five years, none of the Reporting Persons and, to the knowledge of each of the Reporting Persons, none of the persons listed on Schedule I hereto: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     Item 3 of the Schedule 13D is hereby amended and supplemented by replacing the second sentence of the fourth paragraph of Item 3 with the following:

     On June 29, 2004, pursuant to the terms of the Stockholders Agreement, Diageo Holdings Netherlands transferred the Shares to DUSL. On October 1, 2004, pursuant to the terms of the Stockholders Agreement, DUSL transferred 4,500,000 of the Shares to DGBL. On October 4, 2004, DGBL transferred 3,996,863 of the Shares to Diageo Pension Trust Limited. As of the date hereof, DUSL is the current record owner of 74,500,000 of the Shares and DGBL is the record owner of 503,137 of the Shares.

     Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end thereof:

     Letter Agreement, dated October 4, 2004. On October 4, 2004, DGBL and Diageo Pension Trust Limited entered into a Letter Agreement (the “Letter Agreement”). Under the terms of the Letter Agreement, DGBL has transferred 3,996,863 of the Shares to Diageo Pension Trust Limited in consideration of DGBL’s ongoing pension funding obligations with respect to Diageo Pension Trust Limited.

     The descriptions of the Letter Agreement in this item and throughout this Amendment No. 4 are qualified in their entirety by reference to the Letter Agreement, a copy of which is attached hereto as Exhibit (l).

     Underwriting Agreement, dated October 4, 2004. On October 4, 2004, Diageo, DUSL and General Mills entered into an Underwriting Agreement with Citigroup Capital Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, as Representatives of the several Underwriters (the “Underwriting Agreement”). Under the terms of the Underwriting Agreement, the several underwriters have agreed to purchase

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33,314,760 of the Shares from DUSL for public resale under the Registration Statement.

     The descriptions of the Underwriting Agreement in this item and throughout this Amendment No. 4 are qualified in their entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit (m).

     Purchase and Sale Agreement, dated October 4, 2004. On October 4, 2004, Diageo, DUSL and General Mills entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”). Under the terms of the Purchase and Sale Agreement, General Mills has agreed to purchase 16,592,920 of the Shares from DUSL.

     The descriptions of the Purchase and Sale Agreement in this item and throughout this Amendment No. 4 are qualified in their entirety by reference to the Purchase and Sale Agreement, a copy of which is attached hereto as Exhibit (n).

     Item 5 of the Schedule 13D is hereby amended by deleting the second sentence of the first paragraph of Item 5 and by adding the following at the end of Item 5:

     Following completion of the transfer to Diageo Pension Trust Limited, the Reporting Persons own the Shares which represent approximately 19.7% of the Common Stock outstanding, based on 380,949,361 shares of Common Stock outstanding as of September 22, 2004 (as reported by General Mills in its Quarterly Report on Form 10-Q filed on October 4, 2004).

     Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

     As more fully described in Item 4 above, DGBL and Diageo Pension Trust Limited are parties to a Letter Agreement. A copy of the Letter Agreement is attached hereto as Exhibit (l).

     As more fully described in Item 4 above, Diageo, DUSL, General Mills and Citigroup Capital Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, as Representatives of the several Underwriters, are parties to an Underwriting Agreement. A copy of the Underwriting Agreement is attached hereto as Exhibit (m).

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     As more fully described in Item 4 above, Diageo, DUSL and General Mills are parties to a Purchase and Sale Agreement. A copy of the Sale and Purchase Agreement is attached hereto as Exhibit (n).

     Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

     After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: October 5, 2004

Exhibit Index

Schedule I

Diageo plc

Directors and Executive Officers

Diageo US Limited

Directors and Executive Officers

Diageo Great Britain Limited

Directors and Executive Officers