Diageo PLC — Director's Dealing 2004

Oct 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAL MILLS INC (GIS)
CIK: 0000040704
Period of Report: 2004-10-04

Reporting Person: DIAGEO PLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-04	Common Stock	S	3996863	$44.40	Disposed	75003137	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-04	Call Option	$51.56	J	3996863	Acquired	2005-10-28	Common Stock (3996863)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.