Director Shareholding

Tesco PLC
06 June 2005


TESCO EMPLOYEE SHARE INCENTIVE PLAN ('Plan')

ANNOUNCEMENTS

6 June 2005

DIRECTORS SHAREHOLDING

1. Tesco PLC has today been notified that on Friday 3rd June 2005, the Trustees
of the Plan purchased Ordinary Shares of 5 pence each in the Company at a price
of 313.75p 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 1,809,457 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 212,804 shares held by Lloyds
TSB Registrars Corporate Nominee Ltd AESOP2 (unallocated shares).

Lucy Neville-Rolfe
Deputy Secretary
Tesco PLC
Tel: [phone]







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