Director Shareholding

Tesco PLC
14 February 2005

TESCO EMPLOYEE SHARE INCENTIVE PLAN ('Plan')



ANNOUNCEMENTS


DIRECTORS SHAREHOLDING


1. Tesco PLC has today been notified that on Friday 11th February 2005, the
Trustees of the Plan purchased Ordinary Shares of 5 pence each in the Company at
a price of 315.25p on behalf of the Directors below:


R W Brasher                     35
P A Clarke                      35
A Higginson                     35
T P Leahy                       35
T J R Mason                     35
D T Potts                       35


2. The Trustees transferred 15,106,216 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 and purchase of shares
in preparation for the forth coming free award, 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 17,341,211 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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