Director Shareholding

Tesco PLC
26 October 2004

TESCO EMPLOYEE SHARE INCENTIVE PLAN ('Plan')


ANNOUNCEMENTS


DIRECTORS SHAREHOLDING


1. Tesco PLC has today been notified that on Friday 22nd October 2004, the
Trustees of the Plan purchased Ordinary Shares of 5 pence each in the Company at
a price of 287.75p on behalf of the Directors below:


R W Brasher                           38
P A Clarke                            38
A Higginson                           38
T P Leahy                             38
T J R Mason                           38
D T Potts                             38




2. The Trustees transferred 235,006 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 1,768,949 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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