Director Shareholding

TO:      Regulatory Information System                                    
                                                                          
         PR Newswire                                                      
                                                                          
RE:      CHAPTER 16 PARAGRAPH 13 OF                                       
                                                                          
         THE LISTING RULES                                                
                                                                          

 Diageo plc (the 'Company') announces the following.

1       That it received notification on 8 November 2002 for the purposes of
Section 329 of the Companies Act 1985 that the trustee of the Diageo plc QUEST
(the 'Trust') has transferred 326 of the Company's ordinary shares of 28 101/
108 pence ('Ordinary Shares') to participants exercising options granted under
the Company's UK Savings-Related Stock Option Scheme and the Grand Metropolitan
Savings-Related Share Option Scheme (the 'Schemes'). The Ordinary Shares were
transferred by Diageo QUEST Trustees Limited as trustee of the Trust. The Trust
is a discretionary trust for the benefit of employees of the Company and its
subsidiaries which operates in conjunction with the Schemes and holds Ordinary
Shares to satisfy existing options granted under the Schemes.

(i)    Executive directors who are potential beneficiaries of the   
       Trust are:                                                   
                                                                    
       N C Rose                                                     
                                                                    
       P S Walsh                                                    
                                                                    
(ii)   Transactions notified on 8 November 2002 in relation to the  
       Trust.                                                       
                                                                    
Date of Transaction No. of Ordinary Shares   Range of Option Prices 
                    Transferred              of Ordinary Shares     
                                                                    
8.11.02                       326            £4.89-£5.23            
                                                                    

The total holding of the Trust now amounts to 1,850,272 Ordinary Shares.

2              That it received notification on 8 November 2002 for the purposes of Section
329 of the Companies Act 1985 from Diageo Share Ownership Trustees Limited (the
'Trustee'), as trustee of the Diageo 2001 All Employee Share Ownership Plan
(the 'Plan') that:

(i)            the Trustee purchased 50,532 Ordinary Shares in respect of
participants in the Plan on 8 November 2002 at a price 708.5p 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 8 November 2002 under the Plan, from those purchased by the Trustee
as disclosed in (i) above:

Name of Director            Number of Ordinary Shares      
                                                           
N C Rose                    27                             
                                                           
P S Walsh                   27                             
                                                           

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 708.5p.

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.

The Plan is an Inland Revenue approved plan operated by Diageo Group companies
for the benefit of employees of the Company and its subsidiaries.

As a result of the purchase disclosed in (i), the total holding of the Trustee
now amounts to 1,802,589 Ordinary Shares. 

3       That it received notification on 8 November 2002 from Lord Blyth that he has
purchased 1,052 Ordinary Shares on 8 November 2002 under an arrangement with
the Company, whereby he has agreed to use an amount of £7,500 per month, net of
tax, from his 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 708.5p.

 4      Diageo plc (the 'Company') announces that the following directors of
the Company are participants in the Diageo Dividend Reinvestment Plan and
Ordinary Shares were purchased on 4 November 2002 (with a settlement date of 7
November 2002) at a price of £7.465 in respect of the final ordinary dividend
paid on 4 November 2002:

Name of Director                            No. of Ordinary Shares
                                                                  
Lord Blyth                                                     214
                                                                  
R F Chase                                                      212
                                                                  
N C Rose                                                     1,644
                                                                  
J K Oates                                                       53
                                                                  

As a result of the transactions disclosed in 2, 3 and 4, interests of directors
of the Company in the Company's Ordinary Shares (excluding options, awards
under the Company's LTIPs and also interests as potential beneficiaries of the
Diageo plc QUEST, the Grand Metropolitan No 2 Employee Share Trust, the Diageo
Employee Benefit Trust, and in the case of Mr Walsh only, the Pillsbury 401(K)
Savings Plan) are as follows:

Name of Director                        Number of Ordinary Shares
                                                                 
N C Rose                                                   90,470
                                                                 
P S Walsh                                                444,589*
                                                                 

*(of which 4,932 are held in the form of American Depositary Shares);

Lord Blyth                                                  20,580
                                                                  
R F Chase                                                   11,198
                                                                  
J K Oates                                                    3,169
                                                                  

5       That it received notification on 7 November 2002 for the purposes of
Section 329 of the Companies Act 1985 of a transaction by the trustee of the
Grand Metropolitan PLC No 2 Employee Share Trust (the 'Employee Share Trust')
as detailed below.  The Employee Share Trust is a discretionary trust for the
benefit of employees of the Company and its subsidiaries and operates primarily
in conjunction with former Grand Metropolitan PLC share schemes.

(i)            A notification that Hill Street Trustees Limited as trustee of
the Employee Share Trust had, on 7 October 2002, transferred 4,000 Ordinary
shares to Mr P S Walsh, a director of the Company, being the balance of shares
retained by him following the exercise of an option granted under the Company's
US Stock Option Plan, as announced on 3 October 2002.

(ii)           The follow executive directors of the Company are potential
beneficiaries of the Employee Share Trust;

P S Walsh       
                
N C Rose        
                

As a result of the above transaction, the Employee Share Trust's total holding
in the Company is 24,528 Ordinary Shares and 447,580 Ordinary Shares subject to
call options.

6       That in accordance with paragraph 9 of the Listing Rules, two copies of
a non-ordinary business resolution passed at the Company's Annual General
Meeting on 29 October 2002 have been lodged at the UK Listing Authority's
Viewing Facility.  All resolutions contained in the Notice of Meeting of the
Annual General Meeting held on 29 October 2002 were passed by members.  Two
copies of the Notice of Meeting have been lodged at the UK Listing Authority's
Viewing Facility.

8 November 2002