S-8

As filed with the Securities and Exchange Commission on September 15, 2008

Registration Statement No. 333-      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Diageo plc

(Exact name of registrant as specified in its charter)

England	N.A.
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

8 Henrietta Place
London W1G 0NB, England

(Address of principal executive offices)

THE DIAGEO PLC SENIOR EXECUTIVE SHARE OPTION PLAN

THE DIAGEO PLC EXECUTIVE SHARE OPTION PLAN

THE DIAGEO PLC ASSOCIATED COMPANIES SHARE OPTION PLAN

DIAGEO PLC LONG TERM INCENTIVE PLAN

THE DISCRETIONARY INCENTIVE PLAN

THE DIAGEO PLC 1997 UNITED STATES EMPLOYEE STOCK PURCHASE PLAN

THE DIAGEO PLC 2007 UNITED STATES EMPLOYEE STOCK PURCHASE PLAN

DIAGEO PLC UK SHARESAVE SCHEME 2000

THE DIAGEO 2001 SHARE INCENTIVE PLAN

(Full title of the plan)

Kellye Walker
Diageo North America, Inc.
801 Main Street
Norwalk, CT 06851

(Name, address and telephone number of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered(1)	Amount to be  Registered(2)	Proposed Maximum Offering Price per Share(3)		Proposed Maximum Aggregate Offering  Price(3)		Amount of Registration Fee
Ordinary Shares, par value 28 101/108 pence per share	20,000,000	$	18.25	$	365,000,000	$	14,344.50

(1)The ordinary shares, par value 28 101/108 pence per share (the “Ordinary Shares”), of the Registrant may be represented by the Registrant’s American Depositary Shares (“ADSs”), each of which represents four Ordinary Shares. A separate registration statement on Form F-6 was filed with the Securities and Exchange Commission on December 17, 1997 (Registration No. 333-8010) for the registration of ADSs evidenced by American Depositary Receipts issuable upon deposit of Ordinary Shares.

(2)Plus such indeterminate number of additional Ordinary Shares as may be offered and issued to prevent dilution resulting from share splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).

(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act.  The estimate is based on the average of the high and low prices of the Ordinary Shares represented by the ADSs as reported on the New York Stock Exchange on September 11, 2008. Such average price of $73.01 has been divided by four for purposes of calculating the average price of one Ordinary Share.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

EXPLANATORY NOTE

All information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, and the Note to Part I.  The documents containing the information specified in Part I will be delivered to the participants in the plans covered by this Registration Statement, as required by Rule 428(b) under the Securities Act.  Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference

The following documents previously filed or furnished by Diageo plc (the “Registrant”) with the Commission are incorporated as of their respective dates by reference herein and shall be deemed a part hereof:

(a)The Registrant’s Annual Report on Form 20-F for the fiscal year ended June 30, 2008, filed with the Commission on September 15, 2008, pursuant to Section 13(a) of the Exchange Act of 1934, as amended (the “Exchange Act”);

(b)The description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statements on Form 6-K (File No. 001-10691) filed with the Commission on September 15, 2008 pursuant to Section 12 of the Exchange Act.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.  Reports on Form 6-K that the Registrant furnishes to the Commission will only be deemed incorporated by reference into this Registration Statement if such Report on Form 6-K so states that it is incorporated by reference herein.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.Description of Securities

Not applicable.

Item 5.Interests of Named Experts and Counsel

Not applicable.

Item 6.Indemnification of Directors and Officers

From October 1, 2007, UK law does not permit a company directly or indirectly to indemnify a director of a company in connection with any negligence, default, breach of duty or breach of trust by the director in relation to the company unless the indemnity constitutes a “qualifying third party indemnity provision”.  An indemnity will be a “qualifying third party indemnity provision” for the purposes of the Companies Act 2006 (the “UK Companies Act”), provided that it does not indemnify the director against any liability the director incurs:

(a)to the company or to an associated company;

(b)to pay a criminal fine or a regulatory penalty;

(c)in defending criminal proceedings in which the director is convicted;

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(d)in defending civil proceedings brought by the company, or an associated company, in which judgment is given against the director; or

(e)in an unsuccessful application to the Court for relief from liability under the UK Companies Act.

Article 150 of the Registrant’s Articles of Association provides:

“Subject to the provisions of the Companies Acts:

(i)the company may indemnify any director or other officer of the company or of any associated company or subsidiary undertaking against any liability and may purchase and maintain for any such director or officer insurance against any liability;

(ii)the company may indemnify the auditor of the company against any liability incurred by him in the execution of his duties as auditor of the company and may purchase and maintain for the auditor insurance against any such liability.”

The relevant sections of the UK Companies Act provide as follows:

232 Provisions protecting directors from liability

(1)Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

(2)Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by–

(a)section 233 (provision of insurance),

(b)section 234 (qualifying third party indemnity provision), or

(c)section 235 (qualifying pension scheme indemnity provision).

(3)This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise.

(4)Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.

233 Provision of insurance

Section 232(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.

234 Qualifying third party indemnity provision

(1)Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.

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(2)Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.

Such provision is qualifying third party indemnity provision if the following requirements are met.

(3)The provision must not provide any indemnity against–

(a)any liability of the director to pay–

(i)a fine imposed in criminal proceedings, or

(ii)a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b)any liability incurred by the director–

(i)in defending criminal proceedings in which he is convicted, or

(ii)in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or

(iii)in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.

(4)The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.

(5)For this purpose–

(a)a conviction, judgment or refusal of relief becomes final–

(i)if not appealed against, at the end of the period for bringing an appeal, or

(ii)if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

(b)an appeal is disposed of–

(i)if it is determined and the period for bringing any further appeal has ended, or

(ii)if it is abandoned or otherwise ceases to have effect.

(6)The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under–

section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or

section 1157 (general power of court to grant relief in case of honest and reasonable conduct).

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235 Qualifying pension scheme indemnity provision

(1)Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.

(2)Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme.

Such provision is qualifying pension scheme indemnity provision if the following requirements are met.

(3)The provision must not provide any indemnity against–

(a)any liability of the director to pay–

(i)a fine imposed in criminal proceedings, or

(ii)a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b)any liability incurred by the director in defending criminal proceedings in which he is convicted.

(4)The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.

(5)For this purpose–

(a)a conviction becomes final–

(i)if not appealed against, at the end of the period for bringing an appeal, or

(ii)if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

(b)an appeal is disposed of–

(i)if it is determined and the period for bringing any further appeal has ended, or

(ii)if it is abandoned or otherwise ceases to have effect.

(6)In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established under a trust.

256 Associated bodies corporate

For the purposes of this Part–

(a)bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and

(b)companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

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239 Ratification of acts of directors

(1)This section applies to the ratification by a company of conduct by a director amounting to negligence, default, breach of duty or breach of trust in relation to the company.

(2)The decision of the company to ratify such conduct must be made by resolution of the members of the company.

(3)Where the resolution is proposed as a written resolution neither the director (if a member of the company) nor any member connected with him is an eligible member.

(4)Where the resolution is proposed at a meeting, it is passed only if the necessary majority is obtained disregarding votes in favour of the resolution by the director (if a member of the company) and any member connected with him.

This does not prevent the director or any such member from attending, being counted towards the quorum and taking part in the proceedings at any meeting at which the decision is considered.

(5)For the purposes of this section–

(a)“conduct” includes acts and omissions;

(b)“director” includes a former director;

(c)a shadow director is treated as a director; and

(d)in section 252 (meaning of “connected person”), subsection (3) does not apply (exclusion of person who is himself a director).

(6)Nothing in this section affects–

(a)the validity of a decision taken by unanimous consent of the members of the company, or

(b)any power of the directors to agree not to sue, or to settle or release a claim made by them on behalf of the company.

(7)This section does not affect any other enactment or rule of law imposing additional requirements for valid ratification or any rule of law as to acts that are incapable of being ratified by the company.

1157 Power of court to grant relief in certain cases

(1)If in proceedings for negligence, default, breach of duty or breach of trust against–

(a)an officer of a company, or

(b)a person employed by a company as auditor (whether he is or is not an officer of the company),

it appears to the court hearing the case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.

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(2)If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust–

(a)he may apply to the court for relief, and

(b)the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.

(3)Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.

The directors and officers of the Registrant and its duly authorized US representative are insured against certain liabilities, including certain liabilities under US securities laws, which they may incur in their capacity as such under a liability insurance policy carried by Diageo plc.

Item 7.Exemption from Registration Claimed

Not applicable.

Item 8.Exhibits

Exhibit Number		Description
4.1	—	Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 1.1 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008) (Commission File No. 001-10691)
4.2	—	The Diageo plc Senior Executive Share Option Plan (incorporated by reference to Exhibit 4.7 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008) (Commission File No. 001-10691)
4.3	—	The Diageo plc Executive Share Option Plan (incorporated by reference to Exhibit 4.8 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008) (Commission File No. 001-10691)
4.4	—	The Diageo plc Associated Companies Share Option Plan (incorporated by reference to Exhibit 4.9 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008) (Commission File No. 001-10691)

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4.5	—	Diageo plc Long Term Incentive Plan (incorporated by reference to Exhibit 4.10 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008) (Commission File No. 001-10691)
4.6	—	The Discretionary Incentive Plan (incorporated by reference to Exhibit 4.11 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008) (Commission File No. 001-10691)
4.7	—	The Diageo plc 1998 United States Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.12 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008) (Commission File No. 001-10691)
4.8	—	The Diageo plc 2007 United States Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.13 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008) (Commission File No. 001-10691)
4.9	—	Diageo plc UK Sharesave Scheme 2000 (incorporated by reference to Exhibit 4.14 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008) (Commission File No. 001-10691)
4.10	—	The Diageo 2001 Share Incentive Plan (incorporated by reference to Exhibit 4.15 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008 (Commission File No. 001-10691)
5.1	—	Opinion of Slaughter and May, on the validity of the securities being registered.
23.1	—	Consent of KPMG Audit Plc
23.2	—	Consent of Slaughter and May (included in Exhibit 5.1).
24.1	—	Power of Attorney (included on signature page).

Item 9.Undertakings

(a)The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii)to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)That, for the purpose of determining any liability under the Securities Act, each

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such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on September 15,2008.

DIAGEO PLC
By:	/s/ Nicholas C. Rose
Name:	Nicholas C. Rose
Title:	Chief Financial Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul Tunnacliffe, as his true and lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement on Form S-8, and to file the same, with all exhibits hereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on September 15, 2008 by the following persons in the capacities indicated:

Name	Title
/s/ Paul S. Walsh	Executive Director
Paul S. Walsh	(Principal Executive Officer)
/s/ Nicholas C. Rose	Executive Director
Nicholas C. Rose	(Principal Financial and Accounting Officer)
/s/ Dr Franz Humer	Director
Dr Franz Humer
/s/ Laurence Danon	Director
Laurence Danon

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Name	Title
/s/ Lord Hollick of Notting Hill	Director
Lord Hollick of Notting Hill
/s/ Maria Lilja	Director
Maria Lilja
/s/ Philip Scott	Director
Philip Scott
/s/ William Shanahan	Director
William Shanahan
/s/ Todd Stitzer	Director
Todd Stitzer
/s/ Paul Walker	Director
Paul Walker
/s/ Kellye Walker	Authorized U.S. Representative
Kellye Walker

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EXHIBIT INDEX

Exhibit Number		Description
4.1	—	Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 1.1 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008) (Commission File No. 001-10691)
4.2	—	The Diageo plc Senior Executive Share Option Plan (incorporated by reference to Exhibit 4.7 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008) (Commission File No. 001-10691)
4.3	—	The Diageo plc Executive Share Option Plan (incorporated by reference to Exhibit 4.8 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008) (Commission File No. 001-10691)
4.4	—	The Diageo plc Associated Companies Share Option Plan (incorporated by reference to Exhibit 4.9 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008) (Commission File No. 001-10691)
4.5	—	Diageo plc Long Term Incentive Plan (incorporated by reference to Exhibit 4.10 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008) (Commission File No. 001-10691)
4.6	—	The Discretionary Incentive Plan (incorporated by reference to Exhibit 4.11 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008) (Commission File No. 001-10691)
4.7	—	The Diageo plc 1998 United States Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.12 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008) (Commission File No. 001-10691)
4.8	—	The Diageo plc 2007 United States Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.13 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008) (Commission File No. 001-10691)
4.9	—	Diageo plc UK Sharesave Scheme 2000 (incorporated by reference to Exhibit 4.14 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008) (Commission File No. 001-10691)
4.10	—	The Diageo 2001 Share Incentive Plan (incorporated by reference to Exhibit 4.15 to the Registrant’s Annual Report on Form 20-F for the year ended June 30, 2008 (Commission File No. 001-10691)
5.1	—	Opinion of Slaughter and May, on the validity of the securities being registered.
23.1	—	Consent of KPMG Audit Plc
23.2	—	Consent of Slaughter and May (included in Exhibit 5.1).

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EX-5.1

Exhibit 5.1

	15 September 2008
Diageo plc	Your reference
8 Henrietta Place
London W1G 0NB	Our reference
United Kingdom	SRBP/GGB
	Direct line
	020 7090 3650

Dear Sirs,

THE DIAGEO PLC SENIOR EXECUTIVE SHARE OPTION PLAN

THE DIAGEO PLC EXECUTIVE SHARE OPTION PLAN

THE DIAGEO PLC ASSOCIATED COMPANIES SHARE OPTION PLAN

DIAGEO PLC LONG TERM INCENTIVE PLAN

THE DISCRETIONARY INCENTIVE PLAN

THE DIAGEO PLC 1997 UNITED STATES EMPLOYEE STOCK PURCHASE PLAN

THE DIAGEO PLC 2007 UNITED STATES EMPLOYEE STOCK PURCHASE PLAN

DIAGEO PLC UK SHARESAVE SCHEME 2000

THE DIAGEO 2001 SHARE INCENTIVE PLAN

(each a “Share Plan” and, together, the “Share Plans”)

We have acted as English legal advisers to Diageo plc (the “Company”) and are giving this opinion in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company to be filed with the United States Securities and Exchange Commission (the “SEC”) on or around 15 September 2008.  We have not been concerned with investigating or verifying the facts set out in the Registration Statement.

For the purposes of this opinion, we have examined copies of:-

1.the Memorandum and Articles of Association of the Company certified as true, complete and up-to-date by the deputy secretary of the company;

2.the rules of the Share Plans (the “Rules”);

3.the Registration Statement;

4.the deputy secretary’s certificate dated 15 September 2008 in respect of the Company (the “Deputy Secretary’s Certificate”); and

5.entries shown on CH Direct print outs obtained by us from the Companies House database at 10 a.m. on 15 September 2008 of the file of the Company maintained at Companies House (the “Company Searches”).

This letter sets out our opinion on certain matters of the law of England and Wales as at today’s date.  We have not made an investigation of, and do not express any opinion on, any other law.  This letter is to be construed in accordance with the law of England and Wales.

In giving this opinion we have assumed:

(i)the conformity to original documents of all copy or draft documents examined by us, the genuineness of all signatures and that the copy of the memorandum and articles of association of the Company examined by us is complete and accurate and conforms to the original;

(ii)the accuracy and completeness of the statements made in the Deputy Secretary’s Certificate;

(iii)that (i) the information disclosed by the Company Searches and by our telephone search on 15 September 2008 at 10 a.m. at the Central Registry of Winding-up Petitions in relation to the Company (together the “Searches”) was then complete, up-to-date and accurate and has not since then been altered or added to and (ii) the Searches did not fail to disclose any information relevant for the purposes of this opinion;

(iv)that (i) no proposal for a voluntary arrangement, and no moratorium has been obtained, in relation to the Company under Part I of the Insolvency Act 1986, (ii) the Company has not given any notice in relation to or passed any voluntary winding-up resolution, (iii) no application has been made or petition presented to a court, and no order has been made by a court, for the winding-up or administration of the Company, and no step has been taken to dissolve the Company, (iv) no liquidator, administrator, receiver, administrative receiver, trustee in bankruptcy or similar officer has been appointed in relation to the Company or any of its assets or revenues, and no notice has been given or filed in relation to the appointment of such an officer, and (v) no insolvency proceedings or analogous procedures have been commenced in any jurisdiction outside England and Wales;

(v)that, insofar as any obligation under a Share Plan is performed in, or is otherwise subject to, any jurisdiction other than England and Wales, its performance will not be illegal or ineffective by virtue of the law of that jurisdiction;

(vi)that the Rules which we have examined are in force, were validly adopted by the Company and have been and will be operated in accordance with their terms;

(vii)that any shares issued under a Share Plan (the “Shares”) will be issued by the Company in good faith and in furtherance of its objects under its memorandum and articles of association and will be in the best interests and to the advantage of the Company;

(viii)that, in respect of each issue of Shares, the Company will have sufficient authorised but unissued share capital and the directors of the Company will have been granted the necessary authority to allot and issue the relevant Shares;

(ix)that a meeting of the board of directors of the Company or a duly authorised and constituted committee of the board of directors of the Company has been or will be duly convened and held, prior to the allotment and issue of the Shares, at which it was or will be resolved to allot and issue the Shares;

(x)that the Shares will, before allotment or issue, have been fully paid up in accordance with the Companies Acts 1985 and 2006 (as applicable);

(xi)that the Shares are issued in accordance with the Rules;

(xii)that the name of the relevant allottee and Shares allotted are duly entered in the register of members of the Company;

(xiii)that the Company has not made and will not make a payment out of capital in respect of the purchase of its own shares which would cause a liability to be incurred by its shareholders under the UK Insolvency Act 1986 (as amended);

(xiv)that none of the holders of the Company’s shares has or will receive any dividends or distribution which constitute an unlawful distribution pursuant to common law or the Companies Acts 1985 and 2006 (as applicable);

(xv)that there is no actual or implied additional contractual relationship between the Company and the holders of the Shares, except for any contract of employment, the Company’s articles of association and the Share Plans.

Based on and subject to the foregoing and subject to the reservations mentioned below and to any matters not disclosed to us, we are of the opinion that:-

1.The Company is a public limited company duly incorporated under the laws of England and Wales and is a validly existing company.

2.When the Shares are issued and delivered against full payment therefor as contemplated in the Registration Statement and in conformity with the Company’s memorandum and articles of association and so as not to violate any applicable law,

such Shares will have been validly issued and fully paid up and no further contributions in respect of such Shares will be required to be made to the Company by the holders thereof, by reason solely of their being such holders.

Our Reservations are as follows:

I.Insofar as any obligation under a Share Plan is to be performed in any jurisdiction other than England and Wales, an English court may have to have regard to the law of that jurisdiction in relation to the manner of performance and the steps to be taken in the event of defective performance.

II.We express no opinion as to whether specific performance, injunctive relief or any other form of equitable remedy would be available in respect of any obligation of the Company under or in respect of a Share Plan.

III.The obligations of the Company under or in respect of the Share Plans will be subject to any law from time to time in force relating to liquidation or administration or any other law or legal procedure affecting generally the enforcement of creditors’ rights.

IV.The Searches are not conclusive as to whether or not insolvency proceedings have been commenced in relation to the Company or any of its assets. For example, information required to be filed with the Registrar of Companies or the Central Registry of Winding up Petitions is not in all cases required to be filed immediately (and may not be filed at all or on time); once filed, the information may not be made publicly available immediately (or at all); information filed with a District Registry or County Court may not, and in the case of administrations will not, become publicly available at the Central Registry; and the Searches may not reveal whether insolvency proceedings or analogous procedures have been commenced in jurisdictions outside England and Wales.

This opinion is addressed solely to you in connection with the filing of the Registration Statement and may not be relied upon by any other person or for any other purposes than those set out in this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not admit that we are within the category of persons whose consent is required within section 7 of the Securities Act 1933, as amended or the rules and regulations of the SEC thereunder.

Yours Faithfully,

/s/ Slaughter and May

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Diageo plc:

We consent to the use of our reports dated 27 August 2008 with respect to the consolidated balance sheets of Diageo plc as of 30 June 2008 and 2007, and the related consolidated income statements, consolidated statements of recognised income and expense and consolidated cash flow statements for each of the years in the three-year period ended 30 June 2008, and the effectiveness of internal control over financial reporting as of 30 June 2008, incorporated herein by reference.

KPMG Audit Plc

London, England

15 September 2008