Director Shareholding

Diageo PLC
22 February 2002

TO: Regulatory News Service

The London Stock Exchange

RE:CHAPTER 16 PARAGRAPH 13 OF

CONTINUING OBLIGATIONS


Diageo plc (the 'Company') announces the following:

1. That it has today received notification from the directors shown below that
they acquired on 22 February 2002 an interest in the Company's ordinary shares
of 28 101/108 pence ('Ordinary Shares') under the Company's Long Term Incentive
Plan, now called the Total Shareholder Return plan (the 'Plan') (which was
approved by shareholders on 11 August 1998), as follows:


Name of Director                                            No. of Ordinary Shares
N C Rose                                                    134,937
P S Walsh                                                   235,354



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 2002 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 2002 and, subject to the rules of
the Plan and achievement of the performance requirement, the awards will be
released in February 2005.

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
Diageo plc Employee Incentive Trusts 1994 and 1996, the Grand Metropolitan No.2
Employee Share Trust and, in the case of Mr Walsh only, the Pillsbury 401 (K)
Savings Plan) remain as follows:


Name of Director                                            No. of Ordinary Shares
N C Rose                                                    52,604
P S Walsh                                                   342,774*



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



2. That it received notification on 22 February 2002 for the purposes of Section
329 of the Companies Act 1985 that the trustee of the Diageo plc QUEST (the
'Trust') has transferred 32,018 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 22 February 2002 in relation to the Trust.

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

22.02.02                                32,018                                  £3.54-£5.05


The total holding of the Trust now amounts to 2,437,193 shares.


22nd February 2002



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