Director Shareholding

Diageo PLC
14 June 2002


TO:          Regulatory Information Service

             The London Stock Exchange
RE:          CHAPTER 16 PARAGRAPH 13 AND CHAPTER 9 PARAGRAPH 11

             OF THE FINANCIAL SERVICES AUTHORITY LISTING RULES



Diageo plc (the 'Company') announces that:

1) it received notification on 14 June 2002 for the purposes of Section 329 of
the Companies Act 1985 (the 'Act'):

i) that the trustee of the Diageo plc QUEST (the 'Trust') has transferred 6,170
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 14 June 2002 in relation to the Trust.


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

                                                    6,170
            14.06.02                                                                  £3.53-£5.23



    The total holding of the Trust now amounts to 2,086,323 Ordinary Shares.

ii) that the trustee of the Diageo 2001 All Employee Share Ownership Plan (the
'Plan') has transferred or sold 459 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 14 June 2002 in relation to the Plan.


            Date of Transaction                      No. of Ordinary Shares
                                                     Transferred/Sold

                                                            459
            14.06.02


The total holding of the Plan now amounts to 193,951 Ordinary Shares.

2) it received notification on 13 June 2002 for the purposes of sections 198-208
of the Act that Legal & General Investment Management Limited was, at 10 June
2002, interested in 99,695,736 Ordinary Shares. This represents 3.07% of the
issued share capital of the Company.

The names of the registered holders and the number of Ordinary Shares held by
each of them is as follows:
HSBC Global Custody Nominee (UK) a/c 775180                                                                   70,000
 HSBC Global Custody Nominee (UK) a/c 775229                                                                 380,000
 HSBC Global Custody Nominee (UK) a/c 886603                                                               7,017,035
 HSBC Global Custody Nominee (UK) a/c 775245                                                              15,110,976
 HSBC Global Custody Nominee (UK) a/c 361602                                                                  22,000
 HSBC Global Custody Nominee (UK) a/c 754612                                                                 490,088
 HSBC Global Custody Nominee (UK) a/c 766793                                                                  45,326
 HSBC Global Custody Nominee (UK) a/c 252605                                                               2,240,280
 HSBC Global Custody Nominee (UK) a/c 360509                                                               2,525,153
 HSBC Global Custody Nominee (UK) a/c 770286                                                                 312,584
 HSBC Global Custody Nominee (UK) a/c 357206                                                              70,651,101
 HSBC Global Custody Nominee (UK) a/c 866197                                                                 271,753
 HSBC Global Custody Nominee (UK) a/c 130007                                                                 282,140
HSBC Global Custody Nominee (UK) a/c 904332                                                                  277,300
TOTAL                                                                                                     99,695,736



14 June 2002



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