Directors' Shareholdings

Diageo PLC
23 February 2001


                      RE:    CHAPTER 16 PARAGRAPH 13 OF  
                                                         
                             CONTINUING OBLIGATIONS      


Diageo plc (the 'Company') announces the following:


1. That awards over the Company's ordinary shares of 28 101/108 pence 
('Ordinary Shares') held under the Company's Long Term Incentive Plan, now
called the Total Shareholder Return plan (the 'Plan') were today released to
the directors named below. The awards were made on 25 September 1998 and
vested on 23 February 2001 at a level of 61.1 %. The balance of each award has
lapsed. The Plan was approved by shareholders on 11 August 1998.


Name of Director                                   No. of Ordinary Shares 

J M J Keenan                                      162,548*
N C Rose                                           22,008
C A Storm                                          26,200
P S Walsh                                         184,580


The number of Ordinary Shares shown below have today been sold by the
respective directors to meet the requirement to reimburse the Company for the
PAYE tax liability:


Name of Director                                    No. of Ordinary Shares 

J M J Keenan                                      48,765
N C Rose                                           8,804
C A Storm                                         10,480


2. That it has today received notification from the directors shown below that
they acquired on 23 February 2001 an interest in Ordinary Shares under the
Plan, as follows:


Name of Director                                   No. of Ordinary Shares

N C Rose                                           148,954
P S Walsh                                          274,390

The number shown above for each director is the maximum number of shares which
could be transferred upon achieving top performance (1st or 2nd position) by
reference to Diageo's eighteen company peer group used in the performance test
for the 2001 awards under the Plan.  At position 9 within the Plan peer group
one third of the above shares would be transferred. 

The performance period commenced on 1 January 2001 and, subject to the rules
of the Plan and achievement of the performance requirement, the awards will be
released in February 2004. 
3. As a result of the above, the respective director's interests in the
Company's Ordinary Shares (excluding options, awards under the Company's LTIPs
and also interests as potential beneficiaries of the Diageo Employee Benefit
Trust, the Diageo plc QUEST, the Diageo plc Employee Incentive Trusts 1994 and
1996, the Grand Metropolitan No.2 Employee Share Trust and the Pillsbury 401
(K) Savings Plan) have increased to the following:


Name of Director                                   No. of Ordinary Shares

J M J Keenan                                       364,679*
N C Rose                                           43,015
C A Storm                                          103,683
P S Walsh                                          302,979*


*all held in the form of American Depository Shares ('ADSs')
**of which 7,548 are held in the form of ADSs.


4.  The Company further announces that it received notification on 23 February
2001 for the purposes of Section 329 of the Companies Act 1985 that
the trustee of the Diageo plc QUEST (the 'Trust') has transferred 18,935 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. 
 
                                                                              
Executive directors who are potential beneficiaries of the Trust are: 

        J M J Keenan                                                          
        N C Rose                                                              
        C A Storm                                                             
        P S Walsh   
                                                          
Transactions notified on 23 February 2001 in relation to the Trust.   
 

                                                                              
  Date of Transaction    No. of Ordinary Shares        Range of Option Prices 
                         Transferred                   of Ordinary Shares     
  23.02.01               18,935                          £3.54-£4.89          
 
The total holding of the Trust now amounts to 3,533,855 shares.
  





23rd February 2001