Director Shareholding

Tesco PLC
13 February 2004

TESCO PLC

DIRECTORS SHAREHOLDINGS

The Company was notified on 12 February 2004 that on 9 February 2004 Barclays
Private Bank & Trust (Isle of Man) Limited (the 'Trustee'), in its capacity as
trustee of the Tesco Employment Trust (the 'Trust'), agreed with Deutsche Bank
AG London ('Deutsche') to purchase 2,000,000 ordinary shares in Tesco at an
average price of £2.4380 per share (excluding financing and asociated costs)
from Deutsche Bank for settlement on 5 May 2004. As a result, the Trustee owns
and/or has agreed to purchase a total of 2,000,000 ordinary shares in Tesco,
representing 0% of the ordinary shares in Tesco.

The following Directors of Tesco, who are former employees of Tesco Stores
Limited, together with all employees and former employees of Tesco Stores
Limited, may benefit from the Trust and are therefore treated as interested in
any shares acquired by the Trustee of the Trust :

Sir Terry Leahy

R S Ager

P A Clarke

T J R Mason

D T Potts

J Gildersleeve



For and on behalf of Tesco PLC

Rowley Ager

Company Secretary

01992 632 222


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