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 8 October 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
following directors, together with other eligible employees under the Plan,
were awarded ordinary shares of 28 101/108 pence in the Company ('Ordinary
Shares') on 8 October 2004 under the Plan, an Inland Revenue approved plan
operated by Diageo Group companies for the benefit of employees of the Company
and its subsidiaries:

Name of Director                         Number of Shares                       
                                                                                
N C Rose                                 423                                    
                                                                                
P S Walsh                                423                                    

The Ordinary Shares were awarded by the Trustee at no cost to Plan participants
('Freeshares'), to a value based on a percentage of the participant's salary on
30 June 2004 and the Company's profits for the financial year ended 30 June
2004, subject to a maximum per Plan participant of £3,000 in value per tax
year. Freeshares are awarded annually and are held by the Trustee and 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                                172,805                                
                                                                               
P S Walsh                               672,452                                
                                                                               

 

2) it received notification on 8 October 2004 for the purposes of Section 329
of the Companies Act 1985 that the Trustee sold 212 Ordinary Shares in respect
of participants leaving the Plan. The Ordinary Shares were sold on 4 October
2004 at a price per Ordinary Share of £7.0355, 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.

Directors who are potential beneficiaries of the Plan are NC Rose and PS Walsh.

As a result of purchases, awards, transfers and sales made by the Trustee on
behalf of the Company on 8 October 2004 in respect of all participants in the
Plan, the total holding of the Trustee now amounts to 3,354,127 Ordinary
Shares.

8 October 2004