Director Shareholding

TO:       Regulatory Information Service                                 
                                                                         
          PR Newswire                                                    
                                                                         
RE:       CHAPTER 16 PARAGRAPH 13 OF                                     
                                                                         
          THE LISTING RULES                                              

Diageo plc (the 'Company') announces:

1) that it received notification on 6 December 2002 for the purposes of Section
329 of the Companies Act 1985 that the trustee of the Diageo plc QUEST (the
'Trust') has transferred 597,906 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 December 2002 in relation to the  
             Trust.                                                       
                                                                          
Date of Transaction      No. of Ordinary Shares    Range of Option Prices 
                         Transferred               of Ordinary Shares     
                                                                          
06.12.02                         597,906           £3.14-£5.05            

The total holding of the Trust now amounts to 702,744 Ordinary Shares.

2) that the trustee of the Diageo 2001 All Employee Share Ownership Plan (the
'Plan') has sold 1,070 Ordinary Shares in respect of participants leaving the
Plan and transferred 12,775 Ordinary Shares to participants leaving the Plan.
The Ordinary Shares were sold at prices of £6.69 and £6.743 per share on 3 and
4 December 2002 respectively 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.

Dates of          No of Ordinary      Price Per  
Transaction       Shares Sold         Share      
                                                 
3.12.02           61                  £6.69      
                                                 
4.12.02           1,009               £6.743     
                                                 
Date of Transactions    No of Ordinary Shares    
                        Transferred              
                                                 
4.12.02                 12,775                   

 

The total holding of the Plan now amounts to 1,782,713 Ordinary Shares.

 

 

 6 December 2002