Director Shareholding

Diageo PLC
1 March 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 awards over the Company's ordinary shares of 28 101/108 pence ('Ordinary
Shares') held under the Company's Long Term Incentive Plan, now called the Total
Shareholder Return plan (the 'Plan'), were today released to the directors named
below at a level of 50%. The balance of each award has lapsed. The awards were
made on 1 January 1999. The Plan was approved by shareholders on 11 August 1998.

Name of Director                       No. of Ordinary Shares

N C Rose                               16,376
P S Walsh                              132,442

As a result of this release, 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 2001 All Employee Share Ownership Plan, the Grand
Metropolitan No.2 Employee Share Trust and, in the case of Mr Walsh only, the
Pillsbury 401 (K) Savings Plan) are as follows:


Name of Director                       No. of Ordinary Shares

N C Rose                               68,980
P S Walsh                              475,216*

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

2. That it received notification on 1 March 2002 for the purposes of Section 329
of the Companies Act 1985 that the trustee of the Diageo plc QUEST (the 'Trust')
has transferred 27,763 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.

i. Executive directors who are potential beneficiaries of the Trust are:

N C Rose

P S Walsh

ii. Transactions notified on 1 March 2002 in relation to the Trust.

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

                                        Transferred                             of Ordinary Shares

01.03.02                                27,763                                  £3.53-£4.89

The total holding of the Trust now amounts to 2,409,430 shares.

1 March 2002


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