Director Shareholding

Diageo PLC
24 May 2002


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 24 May
2002 for the purposes of Section 329 of the Companies Act 1985:

1) that the trustee of the Diageo plc QUEST (the 'Trust') has transferred 12,136
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 24 May 2002 in relation to the Trust.

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

                                                   
            24.05.02                               12,136                             £3.54-£5.23


    The total holding of the Trust now amounts to 2,169,587 Ordinary Shares.

 2) that the trustee of the Diageo 2001 All Employee Share Ownership Plan (the
'Plan') has transferred or sold 523 Ordinary Shares to participants leaving the
Plan. The Ordinary Shares were transferred by Diageo Share Ownership Trustees
Limited, which holds Ordinary Shares as trustee of the Plan. The Plan is an
Inland Revenue approved plan operated by Diageo Group companies for the benefit
of employees of the Company and its subsidiaries.

1.  Executive directors who are potential beneficiaries of the Plan are:

    N C Rose

    P S Walsh


2.  Transactions notified on 24 May 2002 in relation to the Plan.

            Date of Transaction                  No. of Ordinary Shares
                                                 Transferred/Sold

            24.5.02                                     523
            


    The total holding of the Plan now amounts to 152,496 Ordinary Shares.


24 May 2002


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