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 31 January 2003 for the purposes of Section
329 of the Companies Act 1985 that the trustee of the Diageo plc QUEST (the
'Trust') has transferred 6,404 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 31 January 2003 in relation to the  
             Trust.                                                       
                                                                          
Date of Transaction      No. of Ordinary Shares    Range of Option Prices 
                         Transferred               of Ordinary Shares     
                                                                          
31.01.03                          6,404            £4.47-£5.052           

The total holding of the Trust now amounts to 443,004 Ordinary Shares.

2) that it received notification on 31 January 2003 for the purposes of Section
329 of the Companies Act 1985 from Diageo Share Ownership Trustees Limited (the
'Trustee'), as trustee of the Diageo 2001 All Employee Share Ownership Plan
(the 'Plan') that the Trustee sold 555 Ordinary Shares in respect of
participants leaving the Plan and transferred 1,266 Ordinary Shares to
participants leaving the Plan. The Ordinary Shares were sold at a prices of £
6.06-£6.086, £6.075 and £6.035 per share on 27, 28 and 29 January 2003
respectively by the Trustee. 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 Shares Transferred               
Transaction                                                   
                                                              
29.01.03      926                                             
                                                              
31.01.03      340                                             

  

 Date of      No of Ordinary Shares Sold          Price Per 
Transaction                                       Share     
                                                            
27.01.03      240                                 £6.06-£   
                                                  6.086     
                                                            
28.01.03      298                                 £6.075    
                                                            
29.01.03      17                                  £6.035    

 

The total holding of the Trust now amounts to 1,868,068.

 

 

 

31 January 2003