Director Shareholding

Diageo PLC
4 January 2002


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
January 2002 for the purposes of Section 329 of the Companies Act 1985 that
the trustee of the Diageo plc QUEST (the 'Trust') has transferred 6,948 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 4 January 2002 in relation to the Trust.

            Date of                 No. of                  Range of Option
            Transaction             Ordinary                Prices of Ordinary
                                    Shares                  Shares
                                    Transferred

                                 
            04.01.02                6,948                     £3.53-5.05



    The total holding of the Trust now amounts to 2,625,643 Ordinary Shares.

4 January 2002