Director Shareholding

Diageo PLC
8 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 it received notification on 8 March 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 March 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                                                    21
P S Walsh                                                   21

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 865.5p.

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                                                    82,451
P S Walsh                                                   440,006*

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

The total holding of Diageo Share Ownership Trustees Limited now amounts to
76,910 Ordinary Shares.



2) that it received notification on 8 March 2002 from Lord Blyth that he has
purchased 1,722 Ordinary Shares on 8 March 2002 under an arrangement with the
Company, whereby he has agreed to use an amount of £7,500 per month, net of tax,
from his fees to purchase Ordinary Shares. Lord Blyth has agreed to retain the
Ordinary Shares while he remains a director of the Company.

The Ordinary Shares were purchased at a price per share of 865.5p using an
amount from Lord Blyth's January fees (in respect of which the purchase was
delayed because Lord Blyth was unable to enter into the arrangement as he was in
a close period) and an amount from his February fees.

As a result of this purchase, Lord Blyth's interest in Ordinary Shares has
increased to 12,814.

3) that it received notification on 8 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 21,928 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 March 2002 in relation to the Trust.


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

                                     
            08.03.02                 21,928                £3.53-5.05



    The total holding of the Trust now amounts to 2,387,502 Ordinary Shares.



8 March 2002



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