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 24 February 2003 for the purposes of
Section 329 of the Companies Act 1985 of transactions by the trustee of the
Diageo Employee Benefit Trust (the 'Employee Benefit Trust') as detailed below.
The Employee Benefit Trust is a discretionary trust for the benefit of
employees of the Company and its subsidiaries and operates primarily in
conjunction with the Company's Long Term Incentive Plan, now called the Total
Shareholder Return plan (the 'Plan'), approved by shareholders on 11 August
1998.

a) A notification that Mourant & Co Trustees Limited, as trustee of the
Employee Benefit Trust ('Mourant'), had, on 21 February 2003, transferred
ordinary shares of 28 101/108 pence of the Company ('Ordinary Shares') to
participants receiving awards released under the Plan at a level of 113.9% as
follows: 

 Date of Transaction      No of Ordinary Shares     
                                                    
21.02.03                  1,046,619                 
                                                    

including Ordinary Shares transferred to the directors of the Company named
below,as participants receiving awards released under the Plan, as follows:

Name of Director          No. of Ordinary Shares      
                                                      
N C Rose                    31,371                    
                                                      
P S Walsh                 172,978                     
                                                      

The awards were made on 1 January 2000.  The balance of each award has lapsed. 

b) A notification that Mourant had, on 21 February 2003, made the following
sale of Ordinary Shares to meet the requirement to reimburse the Company for
PAYE tax liability on awards released under the Plan:

Date of Transaction       No of Ordinary Shares Sold Sale Price of        
                                                     Ordinary             
                                                                          
                                                     Shares               
                                                                          
21.02.03                  106,967                    £6.250487            
                                                                          

including Ordinary Shares sold on behalf of a director of the Company, as
follows.

Name of Director          No. of Ordinary Shares      Sale Price of       
                                                      Ordinary Shares     
                                                                          
P S Walsh                     34,596                  £6.250487           
                                                                          

c) A notification that Mourant had, on 21 February 2003, made the following
sale of Ordinary Shares to meet the National Insurance liabilities of
participants of the Plan leaving the Company:

Date of Transaction       No of Ordinary Shares Sold Sale Price of        
                                                     Ordinary             
                                                                          
                                                     Shares               
                                                                          
21.02.03                  96                         £6.25                
                                                                          

d) A notification that Mourant had, on 21 February 2003, purchased 800,000
Ordinary Shares for the Employee Benefit Trust at a price of £6.248 per
Ordinary Share.  Both directors of the Company named above under a) are
potential beneficiaries of the Employee Benefit Trust.

e) A notification that as a result of the above transactions the total holding
of the Employee Benefit Trust amounts to 5,977,180 Ordinary Shares.

2) That it has received notification on 24 February 2003 from the directors
shown below that they acquired, on 21 February 2003, an interest in Ordinary
Shares in the form of awards under the Plan, as follows:

 Name of Director                       No. of Ordinary Shares           
                                                                         
N C Rose                                129,861                          
                                                                         
P S Walsh                               225,846                          
                                                                         

The number shown above for each director is the maximum number of shares which
could be transferred upon achieving top performance (1st or 2nd position) by
reference to Diageo's eighteen company peer group used in the performance test
for the 2003 awards under the Plan. At position 9 within the Plan peer group
one third of the above shares would be transferred.

The performance period commenced on 1 January 2003 and, subject to the rules of
the Plan and achievement of the performance requirement, the awards will be
released in February 2006.

As a result of the above release of awards, sales and acquisition of interests,
the above directors' interests in the Company's Ordinary Shares (excluding
options, awards under the Company's LTIPs and also interests as potential
beneficiaries of the Diageo Employee Benefit Trust, the Diageo plc QUEST, the
Grand Metropolitan No.2 Employee Share Trust and, in the case of Mr Walsh only,
the Pillsbury 401 (K) Savings Plan) are as follows:

Name of Director          No. of Ordinary Shares      
                                                      
N C Rose                  121,928                     
                                                      
P S Walsh                 583,058*                    
                                                      

*of which 4,932 are held in the form of ADSs.

24 February 2003