Director Shareholding

Tesco PLC
01 September 2004

31 August 2004



TESCO EMPLOYEE SHARE INCENTIVE PLAN ('Plan')



ANNOUNCEMENTS



1. Tesco PLC has today been notified that on Friday 27th August 2004, the
Trustees of the Plan purchased Ordinary Shares of 5 pence each in the Company at
a price of 267.75p on behalf of the Directors below:


R W Brasher                              41
P A Clarke                               41
A Higginson                              41
T P Leahy                                41
T J R Mason                              41
D T Potts                                41





2. The Trustees transferred 175,774 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 1,271,703shares held by Lloyds
TSB Registrars Corporate Nominee Ltd AESOP2 (unallocated shares).





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






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