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 22 November 2002 for the purposes of
Section 329 of the Companies Act 1985 that the trustee of the Diageo plc QUEST
(the 'Trust') has transferred 833 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 22 November 2002 in relation to the 
             Trust.                                                       
                                                                          
Date of Transaction      No. of Ordinary Shares    Range of Option Prices 
                         Transferred               of Ordinary Shares     
                                                                          
22.11.02                           833             £5.05-£5.23            

The total holding of the Trust now amounts to 1,844,275 Ordinary Shares.

2) that the trustee of the Diageo 2001 All Employee Share Ownership Plan (the
'Plan') has sold 2,008 Ordinary Shares in respect of participants leaving the
Plan and transferred 3,798 Ordinary Shares to participants leaving the Plan.
The Ordinary Shares were sold at a price of £7.105 per share on 21 November
2002 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.

Date of          No of Ordinary    Price Per     
Transaction      Shares Sold       Share         
                                                 
21.11.02         2,008             £7.105        

Dates of Transactions    No of Ordinary Shares   
                         Transferred             
                                                 
18.11.02 and 21.11.02    3,798                   

 

The total holding of the Plan now amounts to 1,796,558 Ordinary Shares.

 

 

 

22 November 2002