Director Shareholding

Diageo PLC
28 June 2002


TO:          Regulatory Information Service

             The London Stock Exchange
RE:          CHAPTER 16 PARAGRAPH 13

             OF THE FINANCIAL SERVICES AUTHORITY LISTING RULES



Diageo plc (the 'Company') announces that it received notification on 28 June
2002 for the purposes of Section 329 of the Companies Act 1985 (the 'Act') that
the trustee of the Diageo plc QUEST (the 'Trust') has transferred 3,962 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 28 June 2002 in relation to the Trust.


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

            28.06.02                             3,962                                £4.47-£4.89



    The total holding of the Trust now amounts to 2,080,328 Ordinary Shares.



28 June 2002



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