Distribution & Service D&S Sa - Amended Statement of Ownership (SC 13G/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5 )*

Distribución & Servicio D&S S.A.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

254753106

(CUSIP Number)

December 31, 2007

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 254753106

13G

Page 2 of 32 Pages


1)	Name of Reporting Person: Servicios Profesionales y de Comercialización Limitada (1)

	I.R.S. Identification Nos. of above persons (entities only):
2)	Check the Appropriate Box if a Member of a Group
		(a) x
		(b) o
3)	SEC Use Only


4)	Citizenship or Place of Organization: Republic of Chile

	5)	Sole Voting Power: 2,305,831,496

NUMBER OF
SHARES	6)	Shared Voting Power: 0
BENEFICIALLY
OWNED BY EACH
REPORTING	7)	Sole Dispositive Power: 2,305,831,496
PERSON WITH

	8)	Shared Dispositive Power: 0

9)	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,305,831,496


10)	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

		o
11)	Percent of Class Represented by Amount in Row (9): 35.37%


12)	Type of Reporting Person (See Instructions): PN

(1) On December 27, 2007, Servicios Profesionales y de Comercialización S.A. was reorganized into a Limited Liability Partnership ( Sociedad de Responsabilidad Limitada ) under the name Servicios Profesionales y de Comercialización Limitada.

CUSIP No. 254753106

13G

Page 3 of 32 Pages


1)	Name of Reporting Person: Inversiones Palomar Limitada (1)

	I.R.S. Identification Nos. of above persons (entities only):
2)	Check the Appropriate Box if a Member of a Group
		(a) x
		(b) o
3)	SEC Use Only


4)	Citizenship or Place of Organization: Republic of Chile

	5)	Sole Voting Power: 599,758,172

NUMBER OF
SHARES	6)	Shared Voting Power: 0
BENEFICIALLY
OWNED BY EACH
REPORTING	7)	Sole Dispositive Power: 599,758,172
PERSON WITH

	8)	Shared Dispositive Power: 0

9)	Aggregate Amount Beneficially Owned by Each Reporting Person: 599,758,172


10)	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

		o
11)	Percent of Class Represented by Amount in Row (9): 9.20%


12)	Type of Reporting Person (See Instructions): PN

(1) On November 30, 2007, Empresas Almac S.A. merged with its parent, Inversiones Miramar Limitada. As a result of the merger, Inversiones Miramar Limitada became the beneficial owner of 599,758,172 common shares issued by Distribución y Servicio D&S S.A. (representing a 9.20% stake in this company). On December 14, 2007, Inversiones Miramar Limitada merged with Inversiones Palomar Limitada, transferring the 9.20% stake in Distribución y Servicio D&S S.A. to Inversiones Palomar Limitada.

CUSIP No. 254753106

13G

Page 4 of 32 Pages


1)	Name of Reporting Person: RETAIL INTERNATIONAL S.A. (1)

	I.R.S. Identification Nos. of above persons (entities only):
2)	Check the Appropriate Box if a Member of a Group
		(a) x
		(b) o
3)	SEC Use Only


4)	Citizenship or Place of Organization: Republic of Chile

	5)	Sole Voting Power: 525,414,236

NUMBER OF
SHARES	6)	Shared Voting Power: 0
BENEFICIALLY
OWNED BY EACH
REPORTING	7)	Sole Dispositive Power: 525,414,236
PERSON WITH

	8)	Shared Dispositive Power: 0

9)	Aggregate Amount Beneficially Owned by Each Reporting Person: 525,414,236


10)	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

		o
11)	Percent of Class Represented by Amount in Row (9): 8.06%


12)	Type of Reporting Person (See Instructions): CO

(1) On December 10, 2007, the shareholders of Future Investments S.A. spun off RETAIL INTERNATIONAL S.A., assigning to Retail International S.A. 525,414,236 common shares issued by Distribución y Servicio D&S S.A. (representing a 8.06%stake in this company).

CUSIP No. 254753106

13G

Page 5 of 32 Pages


1)	Name of Reporting Person: Servicios e Inversiones Trucha S.A.

	I.R.S. Identification Nos. of above persons (entities only):
2)	Check the Appropriate Box if a Member of a Group
		(a) x
		(b) o
3)	SEC Use Only


4)	Citizenship or Place of Organization: Republic of Chile

	5)	Sole Voting Power: 480,195,104

NUMBER OF
SHARES	6)	Shared Voting Power: 0
BENEFICIALLY
OWNED BY EACH
REPORTING	7)	Sole Dispositive Power: 480,195,104
PERSON WITH

	8)	Shared Dispositive Power: 0

9)	Aggregate Amount Beneficially Owned by Each Reporting Person: 480,195,104


10)	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

		o
11)	Percent of Class Represented by Amount in Row (9): 7.36%


12)	Type of Reporting Person (See Instructions): CO

CUSIP No. 254753106

13G

Page 6 of 32 Pages


1)	Name of Reporting Person: International Supermarket Holdings S.A.

	I.R.S. Identification Nos. of above persons (entities only):
2)	Check the Appropriate Box if a Member of a Group
		(a) x
		(b) o
3)	SEC Use Only


4)	Citizenship or Place of Organization: Republic of Chile

	5)	Sole Voting Power: 203,410,544

NUMBER OF
SHARES	6)	Shared Voting Power: 0
BENEFICIALLY
OWNED BY EACH
REPORTING	7)	Sole Dispositive Power: 203,410,544
PERSON WITH

	8)	Shared Dispositive Power: 0

9)	Aggregate Amount Beneficially Owned by Each Reporting Person: 203,410,544


10)	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

		o
11)	Percent of Class Represented by Amount in Row (9): 3.119%


12)	Type of Reporting Person (See Instructions): CO

CUSIP No. 254753106

13G

Page 7 of 32 Pages


1)	Name of Reporting Person: Inversiones Triplevis Limitada

	I.R.S. Identification Nos. of above persons (entities only):
2)	Check the Appropriate Box if a Member of a Group
		(a) x
		(b) o
3)	SEC Use Only


4)	Citizenship or Place of Organization: Republic of Chile

	5)	Sole Voting Power: 11,404,604

NUMBER OF
SHARES	6)	Shared Voting Power: 0
BENEFICIALLY
OWNED BY EACH
REPORTING	7)	Sole Dispositive Power: 11,404,604
PERSON WITH

	8)	Shared Dispositive Power: 0

9)	Aggregate Amount Beneficially Owned by Each Reporting Person: 11,404,604


10)	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

		o
11)	Percent of Class Represented by Amount in Row (9): 0.17%


12)	Type of Reporting Person (See Instructions): PN

CUSIP No. 254753106

13G

Page 8 of 32 Pages


1)	Name of Reporting Person: Inversiones Triplesis Limitada

	I.R.S. Identification Nos. of above persons (entities only):
2)	Check the Appropriate Box if a Member of a Group
		(a) x
		(b) o
3)	SEC Use Only


4)	Citizenship or Place of Organization: Republic of Chile

	5)	Sole Voting Power: 7,603,072

NUMBER OF
SHARES	6)	Shared Voting Power: 0
BENEFICIALLY
OWNED BY EACH
REPORTING	7)	Sole Dispositive Power: 7,603,072
PERSON WITH

	8)	Shared Dispositive Power: 0

9)	Aggregate Amount Beneficially Owned by Each Reporting Person: 7,603,072


10)	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

		o
11)	Percent of Class Represented by Amount in Row (9): 0.12%


12)	Type of Reporting Person (See Instructions): PN

CUSIP No. 254753106

13G

Page 9 of 32 Pages


1)	Name of Reporting Person: Nicolás Ibáñez Scott

	I.R.S. Identification Nos. of above persons (entities only):
2)	Check the Appropriate Box if a Member of a Group
		(a) x
		(b) o
3)	SEC Use Only


4)	Citizenship or Place of Organization: Republic of Chile

	5)	Sole Voting Power: 527,424,712 (1)

NUMBER OF
SHARES	6)	Shared Voting Power: 3,128,007,888 (2)
BENEFICIALLY
OWNED BY EACH
REPORTING	7)	Sole Dispositive Power: 527,424,712 (1)
PERSON WITH

	8)	Shared Dispositive Power: 3,128,007,888 (2)

9)	Aggregate Amount Beneficially Owned by Each Reporting Person: 3,655,432,600 (2)


10)	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

		o
11)	Percent of Class Represented by Amount in Row (9): 56.06%


12)	Type of Reporting Person (See Instructions): IN

(1) Represents shares beneficially owned or controlled directly or indirectly through a series of entities affiliated with Mr. Nicolás Ibáñez Scott as more fully set forth in Items 2 and 4 below.

(2) Represents shares beneficially owned or controlled directly or indirectly through a series of entities affiliated with Messrs. Nicolás Ibáñez Scott and Felipe Ibáñez Scott as more fully set forth in Item 4 below.

CUSIP No. 254753106

13G

Page 10 of 32 Pages


1)	Name of Reporting Person: Felipe Ibáñez Scott

	I.R.S. Identification Nos. of above persons (entities only):
2)	Check the Appropriate Box if a Member of a Group
		(a) x
		(b) o
3)	SEC Use Only


4)	Citizenship or Place of Organization: Republic of Chile

	5)	Sole Voting Power: 480,195,104 (1)

NUMBER OF
SHARES	6)	Shared Voting Power: 3,128,007,888 (2)
BENEFICIALLY
OWNED BY EACH
REPORTING	7)	Sole Dispositive Power: 480,195,104 (1)
PERSON WITH

	8)	Shared Dispositive Power: 3,128,007,888 (2)

9)	Aggregate Amount Beneficially Owned by Each Reporting Person: 3,608,202,992 (2)


10)	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

		o
11)	Percent of Class Represented by Amount in Row (9): 55.34%


12)	Type of Reporting Person (See Instructions): IN

(1) Represents shares beneficially owned or controlled directly or indirectly through a series of entities affiliated with Mr. Felipe Ibáñez Scott as more fully set forth in Items 2 and 4 below.

(2) Represents shares beneficially owned or controlled directly or indirectly through a series of entities affiliated with Messrs. Nicolas Ibáñez Scott and Felipe Ibáñez Scott as more fully set forth in Item 4 below.

Item 1(a).	Name of Issuer:

	Distribución y Servicio D&S S.A.

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	Av. Presidente Eduardo Frei Montalva 8301
	Quilicura
	Santiago, Chile

Item 2(a).	Name of Person Filing:

	The following persons are filing together as the “D&S Shareholder Group”:

	(1) Servicios Profesionales y de Comercialización Limitada ;

	(2) Inversiones Palomar Limitada;

	(3) RETAIL INTERNATIONAL S.A.;

	(4) Servicios e Inversiones Trucha S.A.;

	(5) International Supermarket Holdings S.A.;

	(6) Inversiones Triplevis Limitada;

	(7) Inversiones Triplesis Limitada;

	(8) Nicolás Ibáñez Scott; and

	(9) Felipe Ibáñez Scott.



Item 2(b).	Address of Principal Business Office or, if None, Residence:

	c/o D&S Shareholder Group
	Distribución y Servicio D&S S.A.
	Av. Presidente Eduardo Frei Montalva 8301
	Quilicura
	Santiago, Chile

Item 2(c).	Citizenship:

	Servicios Profesionales y de Comercialización Limitada - Republic of Chile
	Inversiones Palomar Limitada - Republic of Chile
	RETAIL INTERNATIONAL S.A. - Republic of Chile
	Servicios e Inversiones Trucha S.A. - Republic of Chile
	International Supermarket Holdings S.A. - Republic of Chile
	Inversiones Triplevis Limitada - Republic of Chile
	Inversiones Triplesis Limitada - Republic of Chile
	Nicolas Ibáñez Scott - Republic of Chile
	Felipe Ibáñez Scott - Republic of Chile


Item 2(d).	Title of Class of Securities:

	Common Stock, no par value

Item 2(e).	CUSIP Number:

	254753106

Item 3.	If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	o	Broker or dealer registered under Section 15 of the Exchange Act.
(b)	o	Bank as defined in section 3(a)(6) of the Exchange Act.
(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d)	o	Investment company registered under Section 8 of the Investment Company Act.
(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J);

Item 4.

Ownership.

(a)	Amount beneficially owned:

The D&S Shareholder Group and its members together beneficially own or control directly or indirectly 4,135,627,704 shares of the identified class of securities representing 63.4298% of the 6,520,000,000 shares of common stock of Distribución y Servicio D&S S.A. The D&S Shareholder Group has the shared power to vote or to direct the vote of, and to dispose or to direct the disposition of, the shares of the identified class of securities that may be deemed to be beneficially owned by Servicios Profesionales y de Comercialización Limitada, Inversiones Palomar Limitada, RETAIL INTERNATIONAL S.A., Servicios e Inversiones Trucha S.A., International Supermarket Holdings S.A., Inversiones Triplevis Limitada and Inversiones Triplesis Limitada, as well as shares of the identified class of securities that may be held directly by Messrs. Nicolas and Felipe Ibáñez Scott.

See Item 9 of each cover page.

(b)	Percent of class:

See Item 11 of each cover page.

(c)	Number of shares as to which the person has:

(i)	Sole power to vote or to direct the vote:

See Item 5 of each cover page.

(ii)	Shared power to vote or to direct the vote:

See Item 6 of each cover page.

(iii)

Sole power to dispose or to direct the disposition of:

See Item 7 of each cover page.

(iv)	Shared power to dispose or to direct the disposition of:

See Item 8 of each cover page.

Item 5.	Ownership of Five Percent or Less of a Class

	Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

	Not applicable.

Item 8.	Identification and Classification of Members of the Group.

	See Exhibit 1.

Item 9.	Notice of Dissolution of Group.

	Not applicable.

Item 10.	Certifications.

	Not applicable.

SIGNATURE