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 on 11 April 2005 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:

(i) the Trustee purchased 42,470 ordinary shares of 28 101/108 pence in the
Company ('Ordinary Shares') in respect of participants in the Plan on 11 April
2005 at a price of £7.91 per share. The Ordinary Shares were purchased by
Diageo Share Ownership Trustees Limited, which holds Ordinary Shares as trustee
of the Plan;

(ii) the following directors of the Company were allocated Ordinary Shares on
11 April 2005 under the Plan, from those purchased by the Trustee as disclosed
in (i) above:

Name of Director             Number of Ordinary Shares                  
                                                                        
N C Rose                     24                                         
                                                                        
P S Walsh                    24                                         
                                                                        

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 £7.91.

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 purchases, awards and transfers made by the Trustee on behalf
of the Company on 11 April 2005 in respect of all participants in the Plan, the
total holding of the Trustee now amounts to 4,561,932 Ordinary Shares.

It received notification on 11 April 2005 from Lord Blyth, a director of the
Company, that he has purchased 927 Ordinary Shares on 11 April 2005 under an
arrangement with the Company, whereby he has agreed to use an amount of £7,375
per month, net of tax, from his director's 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 £7.91.

It received notification on 11 April 2005 from Todd Stitzer, a director of the
Company, that he has purchased 126 Ordinary Shares on 11 April 2005 under an
arrangement with the Company, whereby he has agreed to use an amount of £1,000
per month, net of tax, from his director's fees to purchase Ordinary Shares.

The Ordinary Shares were purchased at a price per share of £7.91.

As a result of this purchase, Mr Stitzer's interest in Ordinary Shares has
increased to 1,348.

It received notification that Mourant & Co Trustees Limited, as trustee of the
Employee Benefit Trust ('Mourant'), had, on 11 April 2005 transferred 100,000
Ordinary Shares to a beneficiary of the Employee Benefit Trust on 8 April 2005,
following an exercise of options under the Company's Senior Executive Share
Option Plan.

As a result of the above transactions the total holding of the Employee Benefit
Trust amounts to 6,521,825Ordinary Shares.

It received notification on 11 April 2005 from Mr N C Rose, a director, that:

(i) on 8 April 2005 he exercised options granted under the Company's Senior
Executive Share Option Plan, over 100,000 Ordinary Shares granted on 13
September 2000 at a price per share of £5.87; and

(ii) on 8 April 2005 he sold 95,000 Ordinary Shares at a price per share of £
7.846.

It received notification that the following directors are participants in the
Diageo Dividend Reinvestment Plan and that Ordinary Shares were purchased on 6
April 2005 (with a settlement date of 11 April 2005) at a price of £7.826 in
respect of the interim ordinary dividend paid on 6 April 2005:

Name of Director               Number of Ordinary Shares                       
                                                                               
Lord Blyth                     1,485                                           
                                                                               
N C Rose                       3,269                                           
                                                                               

As a result of the transactions in 1,2,5 and 6 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                     238,766                                    
                                                                        
P S Walsh                    725,016                                    
                                                                        
Lord Blyth                   106,472                                    
                                                                        

11 April 2005