Director Shareholding

Diageo PLC
17 July 2002


TO:          Regulatory Information Service
             RNS, The London Stock Exchange

RE:          CHAPTER 16 PARAGRAPH 13 OF
             THE LISTING RULES



Diageo plc (the 'Company') announces that it received notification on 17 July
2002 for the purposes of Section 329 of the Companies Act 1985 of transactions
by the trustee of the Grand Metropolitan PLC No 2 Employee Share Trust (the
'Employee Share Trust') as detailed below. The Employee Share Trust is a
discretionary trust for the benefit of employees of the Company and its
subsidiaries and operates primarily in conjunction with former Grand
Metropolitan PLC share schemes.


 a. A notification that Hill Street Trustees Limited as trustee of the Employee
    Share Trust had, on 11 June 2002, sold call options over 77,475 of the
    Company's ordinary shares of 28 101/108 pence ('Ordinary Shares') at a price
    per option of £4.059477954 and over 22,170 Ordinary shares at a price per
    option of £4.33719788.

    The notification included a note that the delay in the trustee's
    notification to the Company is due to a discrepancy in the final
    confirmation of the sale from the broker and the resulting inability of the
    trustee to confirm the balance of options remaining.

 b. The following executive directors are potential beneficiaries of the Employee
    Share Trust:


        N C Rose

        P S Walsh

As a result of the above transaction, the Employee Share Trust's total holding
in the Company is 28,528 Ordinary Shares and 447,580 Ordinary Shares subject to
call options.

17 July 2002



                      This information is provided by RNS
            The company news service from the London Stock Exchange