Director Shareholding

Tesco PLC
23 February 2001

Tesco PLC ('the Company')

DIRECTORS SHAREHOLDING

Tesco PLC has been notified that on 22 February 2001 the Tesco Employees Trust
purchased Ordinary Shares of 5 pence each in the Company as shown below:

Date                         No of Shares             Price (pence)

22 February 2001             935,292                  268.74


The Trust is a discretionary trust for the benefit of employees and executive
directors of the Company. Each executive director of the Company, as a
potential beneficiary of the Trust, is deemed to have an interest in the
shares acquired by the Trust. The directors in question are:


R.S. Ager, P.A. Clarke, J. Gildersleeve, A. Higginson, T.P. Leahy, T.J.R.
Mason, D.T. Potts and D.E. Reid



Enquiries:                   J A Bailey Esq
                             Deputy Secretary
                             Tesco PLC
                             Tel:- 01992 632222