Director Shareholding

Diageo PLC
3 May 2002


TO:          RNS
RE:          CHAPTER 16 PARAGRAPH 13 OF
             CONTINUING OBLIGATIONS


Diageo plc (the 'Company') announces that it received notification on 2 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 12,708 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 2 May 2002 in relation to the Trust.


Date of Transaction       No. of Ordinary Shares       Range of Option Prices of
                               Transferred                    Ordinary Shares
                                                   
   02.05.02                       12,708                       £3.14-£5.05



The total holding of the Trust now amounts to 2,256,497 Ordinary Shares.


3 May 2002



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