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 18 February 2005 from Diageo Share Ownership Trustees Limited (the
'Trustee'), as trustee of the Diageo Share Incentive Plan (the 'Plan') that the
Trustee sold 34 ordinary shares of 28 101/108 pence in the Company ('Ordinary
Shares') in respect of participants leaving the Plan.  The Ordinary Shares were
sold on 11 February 2005 at a price per Ordinary Share of £7.4056 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.

The total holding of the Trust now amounts to 4,524,580 ordinary shares.

 2) on 18 February 2005 from the directors shown below that they acquired, on
18 February 2005, 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                        109,223                                  
                                                                         
P S Walsh                       241,852                                  
                                                                         

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 2005 awards under the TSR. At position 9 within the TSR peer group
23.3% of the above shares would be transferred.

The performance period commenced on 1 January 2005 and, subject to the rules of
the TSR and achievement of the performance requirement, the awards will be
released in February 2008.

18 February 2005