Re Directors' Shares

Diageo PLC
29 September 2000
     
 
Diageo plc (the 'Company') announces the following:

1. That it received notification on 29 September 2000 for the purposes of
Section 329 of the Companies Act 1985 that the trustee of the Diageo plc QUEST
(the 'Trust') has transferred 26,958 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                                                          
        J B McGrath                                                           
        N C Rose                                                              
        C A Storm                                                             
        P S Walsh        
                                                     
  2.    Transactions notified on 29 September 2000 in relation to the Trust.  

 
                                                                             
  Date of Transaction    No. of Ordinary Shares        Range of Option Prices 
                         Transferred                   of Ordinary Shares     
  29.09.00               26,958                        £3.14 - £4.89         
 
The total holding of the Trust now amounts to 5,501,391 Ordinary Shares. 
 

2. That it received notification on 29 September 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) 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 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 Put    No of          Purchase     No of     Sale Price
Transaction  Option         Ordinary       Price of     Ordinary  of Ordinary
             Contract       Shares         Ordinary     Shares    Shares
                            Purchased      Shares       Sold            

27.09.00     28.09.99       500,000        £6.35         -         -


b) A notification that Mourant as trustee of the Employee Benefit Trust had on
18 September 2000 purchased 517,462 Ordinary Shares at a price of £5.798825
per share.


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

J M J Keenan
J B McGrath 
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 11,089,249 Ordinary Shares.