Director Shareholding

Diageo PLC
4 March 2002


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 4 March 2002 for the purposes of Section 329
of the Companies Act 1985 of transactions 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 & Co Trustees Limited ('Mourant') as trustee of
the Employee Benefit Trust had transferred ordinary shares of 28 101/108 pence
of the Company ('Ordinary Shares') to participants receiving awards released
under the Plan on 27 February 2002 and 1 March 2002 as follows:


Date of Transaction                      No of Ordinary
                                         Shares

27.02.02                                 2,400

01.03.02                                 202,650

which includes Ordinary Shares released to executive directors of the Company,
as announced to the London Stock Exchange on 1 March 2002.

b) A notification that Mourant, as trustee of the Employee Benefit Trust, had
made the following sale of Ordinary Shares:

Date of Transaction    No of Ordinary                    Sale Price of Ordinary
                       Shares Sold                       Shares

01.03.02                 82,942                          £8.47

which includes Ordinary Shares sold on behalf of executive directors of the
Company to meet the requirement to reimburse the Company for the PAYE tax
liability, as follows:

Name of Director       No. of Ordinary Shares      Sale Price of Ordinary Shares

N C Rose                     6,550                                     £8.47
                          
P S Walsh                   35,231                                     £8.47

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

N C Rose

P S Walsh

d) As a result of the above transactions the total holding of the Employee
Benefit Trust amounts to 3,740,959 Ordinary Shares.

2. That Mr N C Rose, a director, notified the Company on 4 March 2002 that:

a) on 1 March 2002, he exercised options over 20,000 Ordinary Shares granted on
13 June 1995 at a price per share of £4.02 and 37,802 Ordinary Shares granted on
12 June 1996 at a price per share of £4.29, all granted under the Company's
Executive Option Schemes.

b) on 1 March 2002, he sold 37,802 Ordinary Shares at a price per share of
£8.705.

3. As a result of the transactions reported in paragraphs 1. b) and 2. above,
the interests of the Company's executive directors in Ordinary Shares (excluding
options, awards under the Company's LTIPs and also interests as potential
beneficiaries of the Diageo Employee Benefit Trust, the Diageo plc QUEST, the
Diageo 2001 All Employee Share Ownership Plan, the Grand Metropolitan No.2
Employee Share Trust and, in the case of Mr Walsh only, the Pillsbury 401 (K)
Savings Plan) are as follows:

Name of Director                       No. of Ordinary Shares

N C Rose                               82,430

P S Walsh                              439,985*

*of which 4,932 are held in the form of ADSs.

4 March 2002


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