Director Shareholding

Diageo PLC
8 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 received notification on 8 February 2002 for the purposes of Section
329 of the Companies Act 1985 from Diageo Share Ownership Trustees Limited, as
trustee of the Diageo 2001 All Employee Share Ownership Plan (the 'Plan') that
the following directors were allocated Ordinary shares of 28 101/108 pence
('Ordinary Shares') in the Company on 8 February 2002 under the Plan, an Inland
Revenue approved plan operated by Diageo Group companies for the benefit of
employees of the Company and its subsidiaries:

Name of Director          Number of Ordinary Shares

N C Rose                     22

P S Walsh                    22

The number of Ordinary Shares allocated comprises those purchased by the trustee
using an amount which the employee has chosen to have deducted from salary
('Sharepurchase') and those awarded to the employee by the Company
('Sharematch') on the basis of one Sharematch Ordinary Share for every two
Sharepurchase Ordinary Shares.

The Sharepurchase Ordinary Shares were purchased and the Sharematch Ordinary
Shares were awarded at a price per share of 812p.

The Ordinary Shares are held by Diageo Share Ownership Trustees Limited as
trustee of the Plan. Sharepurchase Ordinary Shares can normally be sold at any
time. Sharematch Ordinary Shares cannot normally be disposed of for a period of
three years after the award date.

As a result of the above, these 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 plc QUEST, the Grand Metropolitan No 2
Employee Share Trust, the Diageo Employee Benefit Trust, and in the case of Mr
Walsh only, the Pillsbury 401(K) Savings Plan) are as follows:

Name of Director          Number of Ordinary Shares

N C Rose                 52,604

P S Walsh                342,774*

*(of which 4,932 are held in the form of American Depositary Shares);

2) that it received notification on 8 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 17,796 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 8 February 2002 in relation to the Trust.

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

                                              
   08.02.02                17,796                    £3.54-5.05



    The total holding of the Trust now amounts to 2,491,508 Ordinary Shares.



8 February 2002



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