EXHIBIT 10(b)
                      ADDENDUM NO 3 TO THE
              PROTOCOL OF CEREAL PARTNERS WORLDWIDE

                         ASEAN AGREEMENT

The following sets forth the understanding of General Mills,
Inc. ("GMI") and Nestle S.A. ("Nestle") with respect to the
entry of Cereal Partners Worldwide ("CPW") into the
breakfast cereal market in the ASEAN countries in accordance
with the document headed "CPW activities in Asia - ASEAN
Project".  It is effective as of March 15, 1993:

1) In view of the requirements of the overall Asean
   Industrial Joint Venture Agreements to which Nestle is a
   party and which govern a significant part of its food
   activities in that region, the issued and paid-up
   capital of Nestle Asean Philippines Inc. ("NAJPHIL"),
   the company established in the Philippines for the
   manufacture and sale of breakfast cereals, is currently
   held in the ratio of 40% by several Asean-based
   investors ("Investors") and of 60% by Nestle.  Nestle
   acknowledges that it holds half of its 60% interest in
   trust for GMI, and that GMI is therefore currently the
   beneficial owner of a 30% interest in NAJPHIL. Nestle
   further acknowledges that GMI has to that effect
   transferred the US$ equivalent of Ph. P. 36 million to
   Nestle for its portion of the initial capital of
   NAJPHIL.

   Nestle and GMI agree that the basic principle regarding
   the equity in NAJPHIL is that Nestle's formal holding in
   the company, whatever it may be, will at all times be
   held as to 50% on trust for GMI.

   It follows that in the event of Nestle being forced (by
   law or contractual obligations which have been
   acknowledged and approved by the Supervisory Board of
   CPW) to reduce the ratio of its holding in NAJPHIL, or
   if the issued and paid-up capital of NAJPHIL needs to be
   increased above its present level, or if the ratio of
   Nestle's holding in NAJPHIL increases at any time above
   60%, GMI undertakes to surrender such of its shares in
   NAJPHIL, or to make such further contributions to
   Nestle, as the case may be, as will enable GMI to
   maintain a beneficial interest in 50% of Nestle then
   shareholding in NAJPHIL.

2) In regard to the overall Nestle ASEAN breakfast cereal
   activities, involving NAJPHIL as well as the Nestle
   breakfast cereal selling operations in the Philippines,
   Malaysia, Singapore and Thailand, Nestle acknowledges
   and agrees that GMI shall (to the extent that the
   relevant company pays taxes) be entitled to (responsible
   for) 50% of the total profits (losses) attributable to
   such activities in the respective Nestle companies,
   provided that such entitlement shall be on a net
   effective after-tax basis and shall take into account
   all minority shareholders and correlative commitments
   therewith, if any.  In the event that any of the
   respective Nestle companies does not receive a current
   tax benefit for losses realized from its breakfast
   cereal operations, the distribution of profits by Nestle
   to GMI or the contribution for losses by GMI to Nestle
   for the year in which any such loss is utilized for tax
   purposes on a carryforward or carryback basis, shall be
   adjusted to reflect the tax benefit from such loss
   received by any of the respective Nestle companies.

   To that effect GMI shall, within 30 days of receipt of a
   summary of the annual Profit and Loss statements for all
   companies concerned in the Asean breakfast cereal
   activities, pay to Nestle its 50% share of any aggregate
   fiscal year loss incurred in the immediately preceding
   fiscal year.  Conversely, but to the extent that the
   same can actually be transferred to Switzerland, Nestle
   shall within the same period remit to GMI 50% of any
   aggregate fiscal year profits.  If some or all of such
   profits can not be transferred to Switzerland due to
   reasons beyond the reasonable control of Nestle, they
   shall be accounted for the credit of General Mills and
   bear interest at the prime borrowing rate in the
   respective countries, after deduction of taxes and
   minority interests; such interest shall accrue once a
   year.  Such profits, or any eligible portion thereof,
   which are withheld from transfer to Switzerland, will be
   remitted to Switzerland as soon as legally possible.

3) Nestle undertakes regularly to provide GMI with all
   financial and other data regarding NAJPHIL, as well as
   an Auditor's certificate covering the year-end Profit &
   Loss situation relating to the breakfast cereal
   activities in each of the companies concerned, together
   with such supporting documentation as GMI may reasonably
   require for its US tax return or other mandatory
   purpose, including in particular an annual tax
   accounting report.  Such additional supporting
   documentation shall be for GMI's account.

4) The CPW-ASEAN understanding shall also include the terms
   of a technology license agreement from Societe des
   Produits Nestle S.A. ("SPN") to NAJPHIL and a letter
   agreement between SPN and CPW S.A. ("CPW") regarding the
   payment of royalties to CPW.

This understanding shall be deemed Supplementary to the
Protocol of Cereal Partners Worldwide, as amended.



                                NESTLE S.A
                            By: /s/M. Garrett


                                GENERAL MILLS, INC.
                            By: /s/ M. H. Willes