Director Shareholding

Diageo PLC
17 December 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 17
December 2001 for the purposes of Section 329 of the Companies Act 1985 that
the trustee of the Diageo plc QUEST (the 'Trust') has transferred 104,488 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 17 December 2001 in relation to the
              Trust.


            Date of                 No. of                  Range of Option
            Transaction             Ordinary                Prices of Ordinary
                                    Shares                  Shares
                                    Transferred
                                
            17.12.01                99,449                  £3.54-4.47
                                
            17.12.01                5,039                   £3.53-5.05



    The total holding of the Trust now amounts to 1,249,513 Ordinary Shares.






17 December 2001