Director Shareholding

Diageo PLC
18 December 2001


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 received notification on 17 December 2001 for the purposes of
Section 329 of the Companies Act 1985 of a transaction by the trustee of the
Grand Metropolitan PLC No 2 Employee Share Trust (the 'Employee Share Trust')
as detailed below. The Employee Share Trust is a discretionary trust for the
benefit of employees of the Company and its subsidiaries and operates
primarily in conjunction with former Grand Metropolitan PLC share schemes.


 a. A notification that Hill Street Trustees Limited as trustee of the Employee
    Share Trust had, on 14 December 2001, sold call options over 1,272,194 of
    the Company's ordinary shares of 28 101/108 pence ('Ordinary Shares').

 b. The following executive directors are potential beneficiaries of the
    Employee Share Trust:


        N C Rose

        P S Walsh

As a result of the above transaction, the Employee Share Trust's total holding
in the Company is 28,528 Ordinary Shares and 547,225 Ordinary Shares subject
to call options.

2) that it received notification on 17 December 2001 for the purposes of
Section 329 of the Companies Act 1985 of a transaction by the trustee of the
Diageo plc QUEST (the 'Trust') as detailed below. The Trust is a discretionary
trust for the benefit of employees of the Company and its subsidiaries which
operates in conjunction with the Company's UK Savings Related Stock Option
Scheme and the Grand Metropolitan Savings-Related Share Option Scheme and
holds Ordinary Shares to satisfy existing options granted under the Schemes.


 a. A notification that Diageo QUEST Trustees Limited as trustee of the Trust
    had, on 14 December 2001, purchased 1,500,000 of the Company's Ordinary
    Shares at a price of £7.185687 per share.

 b. The following executive directors are potential beneficiaries of the Trust:


        N C Rose

        P S Walsh

As a result of the above transaction, the Trust's total holding in the Company
is 2,749,513 Ordinary Shares.


18 December 2001