Director Shareholding

Tesco PLC
21 December 2004



TESCO EMPLOYEE SHARE INCENTIVE PLAN ('Plan')


ANNOUNCEMENTS


20 December 2004


DIRECTORS SHAREHOLDING


1. Tesco PLC has yesterday been notified that on Friday 17th December 2004, 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 107,472 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 2,076,162 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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