Director Shareholding

TO:       Regulatory Information Service                                 
                                                                         
           The London Stock Exchange                                 
                                                                         
RE:       CHAPTER 16 PARAGRAPH 13 OF                                     
                                                                         
          THE LISTING RULES                                              

 

Diageo plc (the 'Company') announces:

1) That it received notification on 20 August 2004 for the purposes of Section
329 of the Companies Act 1985 from Diageo Share Ownership Trustees Limited (the
'Trustee'), as trustee of the Diageo Share Incentive Plan (the 'Plan') that the
Trustee sold 182 ordinary shares of 28 101/108 pence in the Company ('Ordinary
Shares') in respect of participants leaving the Plan, on 13 August 2004 at a
price of £6.6215 per share and transferred 10,150 Ordinary Shares to
participants leaving the Plan, on 13 August 2004. The Plan is an Inland Revenue
approved plan operated by Diageo Group companies for the benefit of employees
of the Company and its subsidiaries.

The total holding of the Trust now amounts to 3,358,668 ordinary shares.

2) That it received notification on 19 August 2004 for the purposes of Section
329 of the Companies Act 1985 from Hill Street Trustees Limited as the trustee
of the Grand Metropolitan PLC No 2 Employee Share Trust (the 'Employee Share
Trust') that they had made the following transfers of the Company's Ordinary
Shares to participants of the Employee Share Trust upon their exercise of
employee share options: 4 October 2002 - 4,000 Ordinary Shares at a share
option price of £4.6699 per share; 9 June 2003 - 4,000 Ordinary Shares at a
share option price of £4.4397 per share; 23 June 2003 - 4,000 Ordinary Shares
at a share option price of £4.3835 per share; 17 November 2003 - 1,000 Ordinary
Shares at a share option price of £4.3485 per share; and 19 December 2003 -
1,000 Ordinary Shares at a share option price of £4.1436 per share. The
Employee Share Trust is a discretionary trust for the benefit of employees of
the Company and its subsidiaries and operates primarily in conjunction with
former Grand Metropolitan PLC share schemes.

The following directors are potential beneficiaries of the Employee Share
Trust:

N C Rose

P S Walsh

As a result of the above transactions, the Employee Share Trust's total holding
in the Company is 14,528 Ordinary Shares and 447,580 Ordinary Shares subject to
call options.

20 August 2004