Director Shareholding

Diageo PLC
10 May 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 10 May 2002 for the purposes of Section 329
of the Companies Act 1985 from Diageo Share Ownership Trustees Limited (the
'Trustee'), 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 10 May 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 896.5p.

The Ordinary Shares are held by the Trustee. 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                                                    88,285
P S Walsh                                                   440,048*

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

As a result of purchases, awards and transfers made by the Trustee on behalf of
the Company on 10 May 2002 in respect of all participants in the Plan, the total
holding of the Trustee now amounts to 153,170 Ordinary Shares.



 2) that it received notification on 10 May 2002 from Lord Blyth that he has
purchased 831 Ordinary Shares on 10 May 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 896.5p.

As a result of this purchase, Lord Blyth's interest in Ordinary Shares has
increased to 14,576.



3) that it received notification on 10 May 2002 for the purposes of Section 329
of the Companies Act 1985 that the trustee of the Diageo plc QUEST (the 'Trust')
has transferred 60,351 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 Plan are:


                      N C Rose

                      P S Walsh


    2.                Transactions notified on 10 May 2002 in relation to the Plan.

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

                                                   
            10.05.02                            60,351                  £3.14 - £4.89





        The total holding of the Trust now amounts to 2,196,146 Ordinary Shares.





10 May 2002



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