Directors' Notification of Dealing in Shares

Diageo PLC
28 July 2000

                      RE:    CHAPTER 16 PARAGRAPH 13 OF  
                                                         
                             CONTINUING OBLIGATIONS      
 
Diageo plc (the 'Company') announces the following: 
 
 
     That it received notification on 28 July 2000 for the purposes of
Section 329 of the Companies Act 1985 that the trustee of the Diageo plc
QUEST (the 'Trust') has transferred 6,386 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: 
        J M J Keenan                                                          
        D N Malamatinas                                                       
        J B McGrath                                                           
        N C Rose                                                              
        C A Storm                                                             
        P S Walsh                                                             

  2.    Transactions notified on 28 July 2000 in relation to the Trust.       
 

                                                                              
  Date of Transaction    No. of Ordinary Shares        Range of Option Prices 
                         Transferred                   of Ordinary Shares     
  28.07.00               6,386                         £3.14 - £4.89          
 
The total holding of the Trust now amounts to 6,032,461 Ordinary Shares. 
 
 
     That it received notification on 27 July 2000 for the purposes of
Section 329 of the Companies Act 1985 of transactions by the trustee of the
Diageo Employee Benefit Trust (the 'Employee Benefit Trust') as detailed
below. The Employee Benefit Trust is a discretionary trust for the benefit of
employees of the Company and its subsidiaries and operates primarily in
conjunction with the Company's Long Term Incentive Plan ('LTIP'), approved by
shareholders on 11 August 1998.

 
 
     A notification that Mourant & Co Trustees Limited ('Mourant') as trustee
of the Employee Benefit Trust had purchased 500,000 of the Company's ordinary
shares of 28 101/108 pence ('Ordinary Shares') pursuant to a put option
contract entered into by Mourant on the date given below (notified to the
London Stock Exchange on 5 October 1999):

 

                                                                              
  Date of        Date of      No of         Purchase    No of       Sale      
  Transaction    Put Option   Ordinary      Price of    Ordinary    Price of  
                 Contract     Shares        Ordinary    Shares      Ordinary  
                              Purchased     Shares      Sold        Shares    
  26.07.00       23.07.99     500,000       £6.3033         -           -     
 
 
 
     A notification that Mourant as trustee of the Employee Benefit Trust had
appointed 4,625 Ordinary Shares to the executors of a beneficiary of the
Employee Benefit Trust.

 
c)     All executive directors are potential beneficiaries of the Employee
Benefit Trust: 
 
     J B McGrath 
     J M Keenan 
     D N Malamatinas 
     N C Rose 
     C A Storm 
     P S Walsh 
 
d)     As a result of the above transactions the total holding of the
Employee Benefit Trust amounts to 9,571,787 Ordinary Shares.