Director Shareholding

Diageo PLC
6 July 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 5 July 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 4 July, 2001 transferred 17,952 of the Company's
    ordinary shares of 28 101/108 pence ('Ordinary Shares') to a participant
    exercising options granted under a former Grand Metropolitan PLC Executive
    Share Option Scheme.

 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 52,480 Ordinary Shares and 2,079,419 Ordinary
    Shares subject to call options.

2. That it received notification on 6 July 2001 for the purposes of Section
329 of the Companies Act 1985 that the trustee of the Diageo plc QUEST (the
'Trust') has transferred 10,490 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.

1    Executive directors who are potential beneficiaries of the Trust are:
   

       J M J Keenan

       N C Rose

       P S Walsh

2     Transactions notified on 6 July 2001 in relation to the Trust.
    


            Date of                 No. of Ordinary                 Range of
            Transaction             Shares Transferred              Option
                                                                    Prices of
                                                                    Ordinary
                                                                    Shares

                                    10,490
            06.07.01                                                £3.54-£5.05



    The total holding of the Trust now amounts to 3,207,113 Ordinary Shares.



6 July 2001