Director Shareholding

Diageo PLC
09 August 2002


TO:          Regulatory Information Service
             RNS, 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 9 August 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 9 August 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                                         24

P S Walsh                                        24


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 762p.

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                                         88,356

P S Walsh                                        440,119*


*(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 9 August 2002 in respect of all participants in the Plan, the
total holding of the Trustee now amounts to 282,748 Ordinary Shares.


2) that it received notification on 9 August 2002 from Lord Blyth that he has
purchased 978 Ordinary Shares on 9 August 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 762p.

As a result of this purchase, Lord Blyth's interest in Ordinary Shares has
increased to 17,391.


9 August 2002




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