Director Shareholding

Tesco PLC
27 September 2004


TESCO EMPLOYEE SHARE INCENTIVE PLAN ('Plan')

ANNOUNCEMENTS

27 September 2004

DIRECTORS SHAREHOLDING

1. Tesco PLC has today been notified that on Friday 24th September 2004, the
Trustees of the Plan purchased Ordinary Shares of 5 pence each in the Company at
a price of 285.25p on behalf of the Directors below:


R W Brasher                              39

P A Clarke                               39

A Higginson                              39

T P Leahy                                39

T J R Mason                              39

D T Potts                                39


2. The Trustees transferred 262,240 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 1,533,943 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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