Director Shareholding

TO:     Regulatory Information Service                                   
                                                                         
        PR Newswire                                                      
                                                                         
RE:     CHAPTER 16 PARAGRAPH 13 OF                                       
                                                                         
        THE LISTING RULES                                                
                                                                         

 

Diageo plc (the 'Company') announces that it received notification, for the
purposes of Section 329 of the Companies Act 1985:

1) on 20 February 2004 from Diageo Share Ownership Trustees Limited (the
'Trustee'), as trustee of the Diageo Share Incentive Plan (the 'Plan') that the
Trustee sold 735 ordinary shares of 28 101/108 pence in the Company ('Ordinary
Shares') in respect of participants leaving the Plan and transferred 2,167
Ordinary Shares to participants leaving the Plan. The Ordinary Shares were sold
on 18 February 2004 at a price per Ordinary Share of £7.0905 by the Trustee.
The Plan is an Inland Revenue approved plan operated by Diageo Group companies
for the benefit of employees of the Company and its subsidiaries.

  

 Date of Transaction   No of Ordinary Shares Sold   Price Per Share 
                                                                    
18.02.04               735                          £7.0905         
                                                                    

 

Date of Transaction   No of Ordinary Shares Transferred     
                                                            
                                                            
                                                            
19.02.04              2,167                                 
                                                            

 

The total holding of the Trust now amounts to 3,190,242 ordinary shares.

 

2) on 20 February 2004 from the directors shown below that they acquired, on 20
February 2004, an interest in Ordinary Shares in the form of awards under the
Company's Long Term Incentive Plan, now called the Total Shareholder Return
plan (the 'TSR'), approved by shareholders on 11 August 1998, as follows:

           

 Name of Director               No. of Ordinary Shares                   
                                                                         
N C Rose                        159,991                                  
                                                                         
P S Walsh                       279,565                                  
                                                                         

The number shown above for each director is the maximum number of shares which
could be transferred upon achieving top performance (1st or 2nd position) by
reference to Diageo's eighteen company peer group used in the performance test
for the 2004 awards under the TSR. At position 9 within the TSR peer group one
third of the above shares would be transferred.

The performance period commenced on 1 January 2004 and, subject to the rules of
the TSR and achievement of the performance requirement, the awards will be
released in February 2007.

3) on 20 February 2004 from Mr P S Walsh that he became aware on 13 February
2004 that 1,300 American Depositary Shares* in the Company ('ADS') had been
disposed of on his behalf. The ADSs were liquidated by The Pillsbury Company
('Pillsbury') on behalf of Mr Walsh from his Pillsbury 401(k) account, at a
price of $48.75 per ADS, with the proceeds being retained for him in the
Pillsbury Income Fund. This number of ADSs represents a slight increase in the
number of ADSs which Mr Walsh was previously aware that he held, which was
1,233. Mr Walsh was Chief Executive Officer of Pillsbury, a former subsidiary
of the Company.

* One ADS is the equivalent of four Ordinary Shares.

As a result of the above transactions, the above directors' interests in the
Company's Ordinary Shares (excluding options, awards under the Company's LTIPs
and also interests as potential beneficiaries of the Diageo Employee Benefit
Trust and the Grand Metropolitan No.2 Employee Share Trust are as follows:

 

Name of Director       No. of Ordinary Shares         
                                                      
N C Rose                127,472                       
                                                      
P S Walsh               588,922                       
                                                      

20 February 2004