Director Shareholding

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 6
September 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
160,366 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 6 September 2002 in relation to the 
             Trust.                                                       
                                                                          
Date of Transaction      No. of Ordinary Shares    Range of Option Prices 
                         Transferred               of Ordinary Shares     
                                                                          
06.09.02                         160,366           £3.14-£4.56            

The total holding of the Trust now amounts to 1,907,083 Ordinary Shares.

 2) that the trustee of the Diageo 2001 All Employee Share Ownership Plan (the
'Plan') has transferred or sold 189 Ordinary Shares to participants leaving the
Plan and, on 6 September 2002, purchased 14 Ordinary Shares at a price of £7.66
per share. The Ordinary Shares were transferred and purchased 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 6 September 2002 in relation to the  
            Plan.                                                         
                                                                          
Date of Transaction     No. of Ordinary Shares      No of Ordinary Shares 
                        Transferred/Sold            Purchased             
                                                                          
06.09.02                           189                        14          

 

The total holding of the Plan now amounts to 281,195 Ordinary Shares.

  

 

6 September 2002