Directors' Shareholding

Diageo PLC
27 February 2001
 
                      RE:    CHAPTER 16 PARAGRAPH 13 OF  
                             CONTINUING OBLIGATIONS      
 
Diageo plc (the 'Company') announces that it received notification on 27
February 2001 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, now called the Total Shareholder Return plan (the
'Plan'), approved by shareholders on 11 August 1998.

a) A notification that Mourant & Co Trustees Limited ('Mourant') as trustee of
the Employee Benefit Trust had made the following sales of the Company's
ordinary shares of 28 101/108 pence ('Ordinary Shares'):

Date of          No of        Sale Price
Transaction      Ordinary     of Ordinary
                 Shares       Shares
                 Sold            

23.02.01          1,935,832   £6.988872
23.02.01              1,726   £6.97

b) A notification that Mourant as trustee of the Employee Benefit Trust had
transferred Ordinary Shares to participants receiving awards released under
the Plan on 23 February 2001 as follows:

Date of          No of Ordinary                  
Transaction      Shares Transferred      

23.02.01         2,787,466  
26.02.01           214,341  

c) All executive directors are potential beneficiaries of the Employee Benefit
Trust:

J M J Keenan
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 6,649,884 Ordinary Shares.