Director Shareholding

Tesco PLC
23 November 2004


TESCO EMPLOYEE SHARE INCENTIVE PLAN ('Plan')

ANNOUNCEMENTS

23 November 2004


DIRECTORS SHAREHOLDING


1. Tesco PLC has today been notified that on Friday 19th  November 2004, the
   Trustees of the Plan purchased Ordinary Shares of 5 pence each in the Company 
   at a price of 299.25p on behalf of the Directors below:

R W Brasher                                37
P A Clarke                                 37
A Higginson                                37
T P Leahy                                  37
T J R Mason                                37
D T Potts                                  37

2. The Trustees transferred 199,741 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 1,968,690 
   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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