Director Shareholding

Diageo PLC
25 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 25 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 19,559 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 25 January 2002 in relation to the Trust.


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

                                                   19,559
            25.01.02                                                                  £3.54-5.05

    The total holding of the Trust now amounts to 2,537,850 Ordinary Shares.


25 January 2002

                      This information is provided by RNS
            The company news service from the London Stock Exchange