Director Shareholding

Diageo PLC
2 May 2001



TO: Regulatory News Service

The London Stock Exchange

RE: CHAPTER 16 PARAGRAPH 13 OF

CONTINUING OBLIGATIONS



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

1. That it received notification on 2 May 2001 for the purposes of Section 329
of the Companies Act 1985 of a transaction by the trustee of the Diageo
Employee Benefit Trust (the 'Employee Benefit Trust') as detailed below. 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 on 11 August 1998.

a) A notification that Mourant as trustee of the Employee Benefit Trust had
transferred 200 of the Company's ordinary shares of 28 101/108 pence
('Ordinary Shares') to participants receiving awards released under the Plan
on 27 April 2001.

b) All executive directors are potential beneficiaries of the Employee Benefit
Trust:

J M J Keenan

N C Rose

P S Walsh

d) As a result of the above transaction, the Employee Benefit Trust's total
holding in the Company is 6,613,818 Ordinary Shares.

2. That it received notification on 2 May 2001 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.

a) A notification that Hill Street Trustees Limited as trustee of the Employee
Share Trust had, on 1 May 2001, transferred 4,000 of the Company's ordinary
shares for nil consideration to Mr P S Walsh, a director, following his
exercise of an option granted under the Company's US Stock Option Plan (this
exercise was notified on 30 April 2001).

b) The following executive directors are potential beneficiaries of the
Employee Share Trust:

N C Rose

P S Walsh

c) As a result of the above transaction, the Employee Share Trust's total
holding in the Company is 48,480 Ordinary Shares and 2,079,419 Ordinary Shares
subject to call options.


2 May 2001