Director Shareholding

Diageo PLC
26 February 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 25
February 2002 for the purposes of Section 329 of the Companies Act 1985 of
transactions by the trustee of the Diageo Employee Benefit Trust (the 'Employee
Benefit Trust') as detailed below. The Employee Benefit Trust is a discretionary
trust for the benefit of employees of the Company and its subsidiaries and
operates primarily in conjunction with the Company's Long Term Incentive Plan,
now called the Total Shareholder Return plan (the 'Plan'), approved by
shareholders on 11 August 1998.

a) A notification that Mourant & Co Trustees Limited ('Mourant') as trustee of
the Employee Benefit Trust had transferred ordinary shares of 28 101/108 pence
of the Company ('Ordinary Shares') to participants receiving awards released
under the Plan on 22 February 2002 as follows:


Date of Transaction                     No of Ordinary   
                                        Shares

22.02.02                                1,326,070

25.02.02                                169,508



b) A notification that Mourant as trustee of the Employee Benefit Trust had made
the following sale of Ordinary Shares:

Date of Transaction                No of Ordinary        Sale Price of Ordinary
                                   Shares Sold           Shares

22.02.02                           1,625,329             £8.150774



c) Both executive directors of the Company are potential beneficiaries of the
Employee Benefit Trust, as follows:

N C Rose

P S Walsh

d) As a result of the above transactions the total holding of the Employee
Benefit Trust amounts to 4,028,951 Ordinary Shares.



26 February 2002



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