Director Shareholding

TO:       REGULATORY INFORMATION SERVICE                                 
                                                                         
          PR NEWSWIRE                                                    
                                                                         
RE:       CHAPTER 16 PARAGRAPH 13                                        
                                                                         
          OF THE LISTING RULES                                           

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

1. That it received notification on 17 October 2002 for the purposes of Section
329 of the Companies Act 1985, that Mourant & Co Trustees Limited ('Mourant'),
as trustee of the Diageo Employee Benefit Trust (the 'Employee Benefit Trust'),
purchased 2,460,000 Ordinary shares of 28 101/108 pence each in the Company
('Ordinary Shares') on 16 October 2002 at a price of £7.98 per share.

The Employee Benefit Trust is a discretionary trust for the benefit of
employees of the Company and its subsidiaries and operates primarily in
conjunction with the Company's Long Term Incentive Plan, now called the Total
Shareholder Return plan (the 'Plan'), approved by shareholders in August 1998
and the Company's Senior Executive Share Option Plan ('SESOP'), approved by
shareholders in November 1999.

Both executive directors of the Company are potential beneficiaries of the
Employee Benefit Trust, as follows;

N C Rose

P S Walsh

As a result of the above transactions the total holding of the Employee Benefit
Trust amounts to 6,223,799 Ordinary Shares.

2. That it received notification on 18 October 2002 for the purposes of Section
329 of the Companies Act 1985:

i) that the trustee of the Diageo plc QUEST (the 'Trust') has transferred 7,716
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.

1.          Executive directors who are potential beneficiaries of the    
            Trust are:                                                    
                                                                          
            N C Rose                                                      
                                                                          
            P S Walsh                                                     
                                                                          
2.          Transactions notified on 18 October 2002 in relation to the   
            Trust.                                                        

Date of Transaction     No. of Ordinary Shares    Range of Option Prices 
                        Transferred               of Ordinary Shares     
                                                                         
              18.10.02                     7,716              £3.14-£5.23

The total holding of the Trust now amounts to 1,861,895 Ordinary Shares.

ii) that the trustee of the Diageo 2001 All Employee Share Ownership Plan (the
'Plan') has purchased 1,383,017 Ordinary Shares in respect of participants in
the Plan, sold 137 Ordinary Shares in respect of participants leaving the Plan
and transferred 1,046 Ordinary Shares to participants leaving the plan. The
Ordinary Shares were purchased, sold and transferred by Diageo Share Ownership
Trustees Limited, which holds Ordinary Shares as trustee of the Plan. The Plan
is an Inland Revenue approved plan operated by Diageo Group companies for the
benefit of employees of the Company and its subsidiaries.

1.          Executive directors who are potential beneficiaries of the    
            Plan are:                                                     
                                                                          
            N C Rose                                                      
                                                                          
            P S Walsh                                                     
                                                                          
2.          Transactions notified on 18 October 2002 in relation to the   
            Plan.                                                         

                No. of        No. of        No. of                     
                Ordinary      Ordinary      Ordinary                   
                Shares Sold   Shares                        Price per  
                              Transferred   Shares          Share      
Date of                                                                
                                            Purchased                  
Transaction                                                            
                                                                       
      11.10.02                                   1,383,017        £7.87
                                                                       
      18.10.02                       1,046                          N/A
                                                                       
      18.10.02           137                                      £8.10

The total holding of the Plan now amounts to 1,752,166 Ordinary Shares.

 

18 October 2002