Director Shareholding

Diageo PLC
23 August 2002


TO:          Regulatory Information Service

             RNS, The London Stock Exchange
RE:          CHAPTER 16 PARAGRAPH 13 OF

             CONTINUING OBLIGATIONS



Diageo plc (the 'Company') announces that it received notification on 23 August
2002 for the purposes of Section 329 of the Companies Act 1985 that the trustee
of the Diageo 2001 All Employee Share Ownership Plan (the 'Plan') has
transferred or sold 86 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 23 August 2002 in relation to the Plan.


            Date of Transaction                 No. of Ordinary Shares
                                                Transferred/Sold

             23.08.02                               86
           

    The total holding of the Plan now amounts to 281,343 Ordinary Shares.


23 August 2002



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