Director Shareholding

Tesco PLC
20 September 2001

Tesco PLC ('the Company')

DIRECTORS SHAREHOLDING

Tesco PLC has been notified that on the following dates the Tesco Employees
Trust

purchased Ordinary Shares of 5 pence each in the Company as shown below:

Date                        No of Shares             Price (pence)

18 September 2001             2,620,000                243.92

19 September 2001             2,380,000                249.97

The Trust is a discretionary trust for the benefit of employees and executive
directors of the Company. Each executive director of the Company, as a
potential beneficiary of the Trust, is deemed to have an interest in the
shares acquired by the Trust. The directors in question are:

R.S. Ager, P.A. Clarke, J. Gildersleeve, A. Higginson, T.P. Leahy,
T.J.R.Mason, D.T. Potts and D.E. Reid

Enquiries: J A Bailey Esq

Deputy Secretary

Tesco PLC

Tel:- 01992 632222