Holding in Company and Director Shareholdings

TO:     Regulatory Information Service                                   
                                                                         
        PR Newswire                                                      
                                                                         
RE:     CHAPTER 9 PARAGRAPH 11 AND                                       
                                                                         
        CHAPTER 16 PARAGRAPH 13 OF                                       
                                                                         
        THE LISTING RULES                                                
                                                                         

 

Diageo plc (the 'Company') announces that:

It received notification on 9 June 2005 for the purposes of Sections 198 to 208
of the Companies Act 1985, from Barclays PLC that, as at 3 June 2005, they no
longer have a notifiable interest in the Company's Ordinary Shares of 28 101/
108p each ('Ordinary Shares'). The issued share capital of the Company as at 3
June 2005 was 2,973,593,909 excluding 76,715,000 Ordinary Shares held as
Treasury Shares.

It received notification on 10 June 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 sold 696 Ordinary Shares in respect of participants leaving the
Plan and transferred 5,737 Ordinary Shares to participants leaving the Plan.
The Ordinary Shares were sold between 3 June 2005 and 8 June 2005 at prices per
Ordinary Share of between £7.826 and £8.1006, 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    Price Per     
Transaction         Sold                     Share         
                                                           
03.06.05            246                      £7.8510       
                                                           
03.06.05            251                      £7.826        
                                                           
06.06.05            85                       £7.8956       
                                                           
08.06.05            114                      £8.1006       
                                                           
Date of Transaction No of Ordinary Shares Transferred      
                                                           
03.06.05            5,737                                  
                                                           

(ii) the Trustee purchased 39,755 Ordinary Shares in respect of participants in
the Plan on 10 June 2005 at a price of £8.165 per share. The Ordinary Shares
were purchased by the Trustee, which holds Ordinary Shares as trustee of the
Plan;

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

Name of Director          Number of Ordinary Shares              
                                                                 
N C Rose                  22                                     
                                                                 
P S Walsh                 22                                     
                                                                 

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 £8.165.

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                 238,812                               
                                                               
P S Walsh                735,062                               
                                                               

As a result of the above purchases, awards, and transfers made by the Trustee
on behalf of the Company on 10 June 2005 in respect of all participants in the
Plan, the total holding of the Trustee now amounts to 4,572,427 Ordinary
Shares.

It received notification on 10 June 2005 from Lord Blyth, a director of the
Company, that he has purchased 898 Ordinary Shares on 10 June 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 £8.165

As a result of this purchase, Lord Blyth's interest in Ordinary Shares has
increased to 108,299.

It received notification on 10 June 2005 from Todd Stitzer, a director of the
Company, that he has purchased 121 Ordinary Shares on 10 June 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 £8.165

As a result of this purchase, Mr Stitzer's interest in Ordinary Shares has
increased to 1,595.

10 June 2005