Director Shareholding

Diageo PLC
12 April 2002


TO:          Regulatory News Service

             The London Stock Exchange
RE:          CHAPTER 16 PARAGRAPH 13 OF

             CONTINUING OBLIGATIONS



Diageo plc (the 'Company') announces that it received notification on 12 April
2002 for the purposes of Section 329 of the Companies Act 1985:


1. that the trustee of the Diageo plc QUEST (the 'Trust') has transferred 14,066
   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:
                                  N C Rose

                                  P S Walsh


                2. Transactions notified on 12 April 2002 in relation to the 
                   Trust.

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

    12.04.02                  14,066                     £3.53 - £4.89


    The total holding of the Trust now amounts to 2,307,712 Ordinary Shares.


 2. that the trustee of the Diageo 2001 All Employee Share Ownership Plan (the
    'Plan') has transferred 292 Ordinary Shares to participants leaving the
    Plan. The Ordinary Shares were 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 12 April 2002 in relation to the Plan.


            Date of Transaction                 No. of Ordinary Shares
                                                Transferred
                                                     
            12.04.02                                 292



    The total holding of the Plan now amounts to 114,798 Ordinary Shares.


12 April 2002



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