Director Shareholding

Diageo PLC
1 February 2002


RE:  CHAPTER 16 PARAGRAPH 13 OF
     CONTINUING OBLIGATIONS

Diageo plc (the 'Company') announces that it received notification on 1 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 28,546 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 1 February 2002 in relation to the Trust.

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

01.02.02               28,546                £3.54-5.05

The total holding of the Trust now amounts to 2,509,304 Ordinary Shares.





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