Director Shareholding

Tesco PLC
03 August 2004


2 August 2004

TESCO EMPLOYEE SHARE INCENTIVE PLAN ('Plan')

DIRECTORS SHAREHOLDING
     
1.   Tesco PLC has today been notified that on Friday 30th July 2004, the 
     Trustees of the Plan purchased Ordinary Shares of 5 pence each in the 
     Company at a price of 259p on behalf of the Directors below:

     R W Brasher                                42
     P A Clarke                                 42
     A Higginson                                42
     T P Leahy                                  42
     T J R Mason                                42
     D T Potts                                  42


2.   The Trustees transferred 517,951 Ordinary Shares of 5 pence each from 
     Lloyds TSB Registrars Corporate Nominee Limited AESOP1 (allocated shares) 
     to Lloyds TSB Registrars Corporate Nominee Limited AESOP 2 (unallocated 
     shares). The transfer was made following the forfeiture of shares, under 
     the rules of the Plan, by participants who have left the group since the 
     last purchase.  The Directors above, together with 150,000 other employees, 
     are potential participants in the Plan and are to be treated as interested 
     in the 1,095,929 shares held by Lloyds TSB Registrars Corporate Nominee Ltd 
     AESOP2 (unallocated shares).

M J Field
Deputy Secretary
Tesco PLC
Tel: [phone]


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