Director Shareholding

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

 

Diageo plc (the 'Company') announces that:

 1. It received notification on 9 September 2004, for the purposes of Section
    324 of the Companies Act 1985, that on 9 September 2004 Mr P S Walsh, a
    director of the Company, purchased 2,000 Ordinary Shares of 28 101/108
    pence in the Company ('Ordinary Shares') as a non-beneficial trustee for
    his son, Mr D Walsh. The Ordinary Shares were purchased at a price per
    share of £6.96.
 2. It received notification on 10 September 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:
 3. (i) the Trustee sold 548 Ordinary Shares in respect of participants leaving
    the Plan and transferred 7,012 Ordinary Shares to participants leaving the
    Plan. The Ordinary Shares were sold on 3 September 2004 and 6 September
    2004 at prices per Ordinary Share of £6.9305 and £6.9755 respectively, 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      No of Ordinary Shares Sold          Price Per   
    Transaction                                       Share       
                                                                  
    03.09.04      215                                 £6.9305     
                                                                  
    06.09.04      333                                 £6.9755     
   
   
   
    Date of             No of Ordinary Shares Transferred           
    Transaction                                                     
                                                                    
                                                                    
    06.09.04            7,012                                       
   
   
   
    (ii) the Trustee purchased 41,209 Ordinary Shares in respect of
    participants in the Plan on 10 September 2004 at a price of £7.01 per
    share. The Ordinary Shares were purchased by Diageo Share Ownership
    Trustees Limited, which holds Ordinary Shares as trustee of the Plan;
   
    (iii) the following directors of the Company were allocated Ordinary Shares
    on 10 September 2004 under the Plan, from those purchased by the Trustee as
    disclosed in (ii) above:
   
    Name of Director                 Number of Ordinary Shares              
                                                                            
    N C Rose                         27                                     
                                                                            
    P S Walsh                        27                                     
                                                                            
   
   
   
    The number of Ordinary Shares allocated comprises those purchased by the
    Trustee using an amount which the employee has chosen to have deducted from
    salary ('Sharepurchase') and those awarded to the employee by the Company
    ('Sharematch') on the basis of one Sharematch Ordinary Share for every two
    Sharepurchase Ordinary Shares.
   
    The Sharepurchase Ordinary Shares were purchased and the Sharematch
    Ordinary Shares were awarded at a price per share of £7.01.
   
    The Ordinary Shares are held by the Trustee. Sharepurchase Ordinary Shares
    can normally be sold at any time. Sharematch Ordinary Shares cannot
    normally be disposed of for a period of three years after the award date.
   
    As a result of the above, these directors' interests in the Company's
    Ordinary Shares (excluding options, awards under the Company's LTIPs and
    also interests as potential beneficiaries of the Grand Metropolitan No 2
    Employee Share Trust and the Diageo Employee Benefit Trust) are as follows:
   
    Name of Director                 Number of Ordinary Shares              
                                                                            
    N C Rose                         172,382                                
                                                                            
    P S Walsh                        672,029                                
                                                                            
   
   
   
    As a result of purchases, awards and transfers made by the Trustee on
    behalf of the Company on 10 September 2004 in respect of all participants
    in the Plan, the total holding of the Trustee now amounts to 3,379,436
    Ordinary Shares.
   
 4. It received notification on 10 September 2004 from Lord Blyth that he has
    purchased 1,046 Ordinary Shares on 10 September 2004 under an arrangement
    with the Company, whereby he has agreed to use an amount of £7,375 per
    month, net of tax, from his fees to purchase Ordinary Shares. Lord Blyth
    has agreed to retain the Ordinary Shares while he remains a director of the
    Company.

The Ordinary Shares were purchased at a price per share of £7.01.

As a result of this purchase, Lord Blyth's interest in Ordinary Shares has
increased to 45,837.

10 September 2004