Director Shareholding

Diageo PLC
5 September 2001



TO: Regulatory News Service

The London Stock Exchange

RE: CHAPTER 16 PARAGRAPH 13 OF

CONTINUING OBLIGATIONS



Diageo plc (the 'Company') announces that it received notification on 4
September 2001 for the purposes of Section 329 of the Companies Act 1985 of a
transaction 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 as trustee of the Employee Benefit Trust had
transferred 2,000 of the Company's ordinary shares of 28 101/108 pence
('Ordinary Shares') as a result of early eligibility under the Plan following
the death of a participant.

b) All executive directors are potential beneficiaries of the Employee Benefit
Trust:

J M J Keenan

N C Rose

P S Walsh

c) As a result of the above transaction, the Employee Benefit Trust's total
holding in the Company is 6,611,818 Ordinary Shares.





5 September 2001