Director Shareholding

Diageo PLC
27 March 2001


RE: CHAPTER 16 PARAGRAPH 13 OF
    CONTINUING OBLIGATIONS

Diageo plc (the 'Company') announces that it received notification on 27 March
2001 for the purposes of Section 329 of the Companies Act 1985 of transactions
by the trustee of the Grand Metropolitan PLC No 2 Employee Share Trust (the
'Employee Share Trust') as detailed below. The Employee Share Trust is a
discretionary trust for the benefit of employees of the Company and its
subsidiaries and operates primarily in conjunction with Grand Metropolitan PLC
share schemes.

a)  A notification that Hill Street Trustees Limited ('Hill Street') as trustee 
    of the Employee Share Trust had exercised the following call options
    ('Options') over the Company's ordinary shares of 28 101/108 pence 
    ('Ordinary Shares'):

Date of      Number of    Strike Price   Expiry Date    Number of    Sale Price
Transaction  Options      of Options     of Options      Ordinary    of Ordinary
             Exercised                                Shares Sold/   Shares
                                                      Distributed

 03.07.00      60,000        £4.31         03.07.00            -             -
 08.09.00                                                188,601   Distributed*
 12.09.00      21,527        £4.29         12.06.06       21,527         £5.81
 23.03.01      74,604        £4.41         02.01.02       74,604         £6.81
 23.03.01      80,378        £4.23         10.12.02       80,378         £6.81
 23.03.01     269,479        £4.75         05.01.04      269,479         £6.81
 23.03.01      48,977        £4.07         01.07.04       48,977         £6.81
 23.03.01     211,126        £3.82         12.01.05      211,126         £6.81
 23.03.01     130,350        £3.83         30.06.05      130,350         £6.81
 23.03.01      75,226        £3.91         28.06.04       75,226         £6.81
 23.03.01      64,332        £4.02         13.06.05       64,332         £6.81
 23.03.01       7,763        £4.29         12.06.06        7,763         £6.81

b)  A notification that Hill Street as trustee of the Employee Share Trust had, 
    on 21 July 2000, subscribed for 64,374 Ordinary Shares at £5.95 per share
    from the Company and subsequently distributed* these shares for nil
    consideration on the same day.

c)  The figure previously notified as the Employee Share Trust's holding in the 
    Company's Ordinary Shares (248,601 on 8 September 2000) was over-stated by
    60,000 and under-stated by 3,063,181 Ordinary Shares subject to call        
    options.

d)  The following executive directors are potential beneficiaries of the
    Employee Share Trust;

    N C Rose
    P S Walsh

e)  As a result of the above transactions, the Employee Share Trust's total
    holding in the Company is 60,000 Ordinary Shares and 2,079,419 Ordinary     
    Shares subject to call options.

* Ordinary Shares distributed to participants receiving awards released under   
  the Grand Metropolitan Restricted Share Plan.