Publication of Prospectus

Diageo plc

Publication of a Prospectus

26 April 2011

Publication of a Supplemental Prospectus

The following supplemental prospectus has been approved by the UK Listing
Authority and is set out below:

Supplemental Prospectus dated 21 April 2011 relating to a Prospectus dated 30
September 2010 for the Programme for the Issuance of Debt Instruments of Diageo
plc as Issuer and Guarantor, Diageo Finance plc as Issuer and Diageo Capital
B.V. as Issuer.

For further information, please contact:

Catherine James

Investor Relations
Diageo plc [phone]
[e-mail]

DISCLAIMER - INTENDED ADDRESSEES

Please note that the information contained in the Supplemental Prospectus (and
the Prospectus to which it relates) may be addressed to and/or targeted at
persons who are residents of particular countries (specified in the Prospectus)
only and is not intended for use and should not be relied upon by any person
outside these countries and/or to whom the offer contained in the Prospectus
and the Supplemental Prospectus is not addressed. Prior to relying on the
information contained in the Prospectus and the Supplemental Prospectus, you
must ascertain from the Prospectus whether or not you are part of the intended
addresses of the information contained therein.

Your right to access this service is conditional upon complying with the above
requirement.

Supplemental prospectus dated 21 April 2011 to the Prospectus dated 30
September 2010

                                                                               
DIAGEO plc

   (Incorporated with limited liability in England and Wales with registered   
                                 number 23307)                                 

                            as Issuer and Guarantor                            

                              DIAGEO FINANCE plc                               

   (Incorporated with limited liability in England and Wales with registered   
                                number 213393)                                 

                                   as Issuer                                   

                              DIAGEO CAPITAL B.V.                              

(Incorporated with limited liability in the Netherlands with registered number 
             34196822 and having its corporate seat in Amsterdam)              

                                                                               
                                   as Issuer                                   

                Programme for the Issuance of Debt Instruments                 

                                _______________                                

 Supplemental prospectus incorporating by reference the press release dated 10 
 February 2011 (the "Press Release") relating to the interim results of Diageo 
 plc for the six months ended 31 December 2010 and the Form 6-K filed with the 
 U.S. Securities and Exchange Commission on 16 February 2011 (the "Form 6-K")  
 relating to, inter alia, the interim results of Diageo plc for the six months 
                            ended 31 December 2010                             


This supplemental prospectus (the "Supplemental Prospectus" which constitutes a
supplementary prospectus for the purpose of Section 87G of the Financial
Services and Markets Act 2000 (the "FSMA 2000"), which definition shall also
include all information incorporated by reference herein) has been prepared by
the Obligors for use in connection with debt instruments (the "Instruments")
issued from time to time under the above mentioned Programme for the Issuance
of Debt Instruments (the "Programme"). A prospectus dated 30 September 2010
(the "Prospectus") has been prepared by the Obligors and approved as a base
prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive
") by the Financial Services Authority in its capacity as competent authority
under the FSMA 2000 (the "UK Listing Authority"), for use in connection with
the issue of the Instruments. This Supplemental Prospectus supplements, updates
and forms part of the Prospectus, and should be read in conjunction therewith,
together with any other supplement to the Prospectus issued by the Obligors.

The Press Release and the Form 6-K have been previously published or are
published simultaneously with this Supplemental Prospectus, and have been
approved by the UK Listing Authority or filed with it, and shall be deemed to
be incorporated in, and to form part of, this Supplemental Prospectus and the
Prospectus, except that:

(1) the following wording contained in the Press Release shall not be deemed to
be incorporated in, and shall not be deemed to form part of, the Supplemental
Prospectus or the Prospectus:

"we will improve on the organic operating profit growth we delivered in fiscal
2010", and

(2) the following wording contained on page four of the Form 6-K shall not be
deemed to be incorporated in, and shall not be deemed to form part of, the
Supplemental Prospectus or the Prospectus:

"our first half performance gives me increased confidence that we will improve
on the organic operating profit growth we delivered in fiscal 2010".

A copy of the Press Release and the Form 6-K may be obtained as set out in the
section "DOCUMENTS INCORPORATED BY REFERENCE" in the Prospectus.


Each of Diageo plc ("Diageo"), Diageo Finance plc and Diageo Capital B.V. (each
an "Issuer" and together the "Issuers") and Diageo as guarantor (the 
"Guarantor")
(together with the Issuers, the "Obligors" and each an "Obligor") accepts
responsibility for the information contained in this Supplemental Prospectus.
To the best of the knowledge of each Obligor (who have taken all reasonable
care to ensure that such is the case), the information contained in this
Supplemental Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.

This Supplemental Prospectus and the Prospectus are to be read in conjunction
with all documents which are incorporated herein and therein by reference.

To the extent that there is any inconsistency between (a) any statement in this
Supplemental Prospectus or any statement incorporated by reference into the
Prospectus by this Supplemental Prospectus and (b) any other statement in or
incorporated by reference in the Prospectus prior to the date of this
Supplemental Prospectus, the statements in (a) will prevail.

If documents which are incorporated by reference to this Supplemental
Prospectus themselves incorporate any information or other documents therein,
either expressly or implicitly, such information or other documents will not
form part of this Supplemental Prospectus for the purposes of the Prospectus
Directive except where such information or other documents are specifically
incorporated by reference or attached to the Supplemental Prospectus.

Save as disclosed in this Supplemental Prospectus and the Prospectus there has
been no other significant new factor, material mistake or inaccuracy relating
to information contained in the Prospectus which is capable of affecting the
assessment of Instruments issued under the Programme since the publication of
the Prospectus.

Investors should be aware of their rights under Section 87Q(4) of the FSMA
2000.

The distribution of the Prospectus, this Supplemental Prospectus, any other
supplements to the Prospectus and any Final Terms and the offering or sale of
the Instruments in certain jurisdictions may be restricted by law. Persons into
whose possession the Prospectus, this Supplemental Prospectus, any other
supplements to the Prospectus or any Final Terms come are required by the
Issuers, the Dealers and the Arranger to inform themselves about and to observe
any such restriction. In particular, there are restrictions on the distribution
of the Prospectus, this Supplemental Prospectus, any other supplements to the
Prospectus, any Final Terms and other information in relation to the Issuers
and the Instruments, and the offering or sale of the instruments in the United
States, the European Economic Area, the United Kingdom, Japan, the Netherlands
and France. For a further description of restrictions on offers, sales and
transfers of Instruments and distribution of the Prospectus, this Supplemental
Prospectus, any other supplements to the Prospectus and any Final Terms, see
the section entitled "Subscription and Sale" in the Prospectus. The Instruments
have not been and will not be registered under the U.S. Securities Act of 1933
(as amended) and may include Instruments in bearer form which are subject to
U.S. tax law requirements. Subject to certain exceptions, Instruments may not
be offered, sold or delivered within the United States or to U.S. persons.

None of the Prospectus, this Supplemental Prospectus, any other supplements to
the Prospectus or any Final Terms constitutes an offer of, or an invitation by
or on behalf of the Issuers, the Arranger or the Dealers to subscribe for, or
purchase, any Instruments.

Prospective investors should have regard to the factors described under the
section headed "RISK FACTORS" in the Prospectus.

                                    END