Director/PDMR Shareholding

Marks & Spencer Group PLC
26 July 2005


Issued: Tuesday 26 July 2005

        Marks and Spencer Group plc ('Marks & Spencer' or the 'Company')
    Notification of Transactions of Directors/Persons Discharging Managerial
                 Responsibility ('PDMRS') and Connected Persons

1. Performance Share Plan

It was confirmed on 25 July 2005 that on that day the following awards under the
Marks and Spencer Group Performance Share Plan (the 'Performance Share Plan')
were made to Directors and to Persons Discharging Managerial Responsibility
('PDMRs') of the Company:

Name of Director              Allocation of Performance Shares (see Note below)

Ian Dyson                                                              234,146
Stuart Rose                                                            473,868

Name of PDMR                  Allocation of Performance Shares (see Note below)

Kate Bostock                                                           117,073
Keith Cameron                                                          114,983
Guy Farrant                                                            119,164
Fiona Holmes                                                            71,080
Flic Howard-Allen                                                       73,171
Matthew Hudson                                                          71,080
Stuart McIvor                                                           83,624
Andrew Moore                                                            62,718
Graham Oakley                                                          173,937
Steve Rowe                                                              71,080
Steve Sharp                                                            234,146
Andrew Skinner                                                          83,624
Anthony Thompson                                                       116,237
Alastair Tipple                                                         58,537
John Walton                                                             83,624
Chris Williams                                                          81,533
Richard Wolff                                                           75,261

Note:

Under the Performance Share Plan, awards are granted as a conditional
allocation, where a participant will receive free Ordinary Shares in the Company
on the vesting of an award subject to continuing employment. The vesting of an
award will depend on the Company's adjusted earnings per share ('EPS')
performance over a fixed three-year performance period starting on the first day
of the financial year in which the awards were granted.

The adjusted EPS growth will be determined by comparing the Company's adjusted
EPS for the financial year prior to the grant of awards with its adjusted EPS
for the third financial year thereafter. Adjusted EPS will be calculated on the
same basis as stated in the Company's annual report and accounts (note 9, page
39) except in the case of the 2004/05 figure which has been calculated on a
'pro-forma' basis.

The pro-forma EPS figure for 2004/05 is 23.5p against the standard adjusted EPS
of 21.9p. These figures are calculated under UK GAAP. However, as subsequent
periods will be reported under IFRS, the pro-forma EPS figure will need to be
restated onto an IFRS basis to ensure comparability.

The extent to which awards will vest will depend on the extent to which the
Company's average annual adjusted EPS growth exceeds inflation ('RPI') over the
three-year performance period on the following basis:

Average Annual EPS Growth in excess of inflation (RPI)     Percentage of award
over the three year performance period                     vesting
Below 8%                                                   0%
8%                                                         20%
15% or more                                                100%
Between 8% and 15%                                         Pro rata on a
                                                           straight line basis

No consideration was paid for the grant of any award.

2. Dividend Reinvestment Plan

The Company was informed on 25 July 2005 that the following PDMRs and their
Connected Persons would acquire Marks and Spencer Group plc Ordinary shares of
25p each, purchased in London at a price of 363.08p each, under the Company's
Dividend Reinvestment Plan in respect of a dividend paid on 15 July 2005:

Name of PDMR                                            No. of Shares Acquired

Guy Farrant                                                                203
Steven Sharp                                                               511
Lesley Sharp (wife of Steven Sharp)                                          8
Anthony Thompson                                                           387
Sally Thompson (wife of Anthony Thompson)                                   20
Alastair Tipple                                                             90

3. PEPs

The Company was informed on 25 July 2005 that on 18 July 2005, the following
PDMRs and their Connected Persons acquired Marks and Spencer Group plc Ordinary
Shares of 25p each, purchased in London at a price of 360.75p each, as a
reinvestment of dividend in a PEP registered under the name of Marks & Spencer
Savings and Investments Limited:

Name of PDMR                                            No. of Shares Acquired

Fiona Holmes                                                                31
Christopher Holmes (husband of Fiona Holmes)                                17
Graham Oakley                                                               20
Richard Wolff                                                               37

4. PDMRs' Holdings

Following the above notifications, excluding any conditional allocation of
shares granted under the Performance Share Plan, the PDMRs' holdings, including
those of their Connected Persons, are confirmed as follows:

Name of PDMR                     Total Holding of    Total Percentage Holding
                                  Ordinary Shares  
  
Guy Farrant                                23,181    De minimis
Fiona Holmes                                7,102    De minimis
Graham Oakley                              72,461    De minimis
Steven Sharp                               27,565    De minimis
Anthony Thompson                           20,206    De minimis
Alastair Tipple                             4,495    De minimis
Richard Wolff                              46,485    De minimis


The above information has been disclosed under DR 3.1.4R(1) and, where
applicable, in accordance with section 324 (as extended by section 328) of the
Companies Act 1985.


For further information, please contact:
Clair Foster     Marks & Spencer Corporate PR     020 8718 8323
Bella Pagdin     Marks & Spencer Corporate PR     020 8718 1967



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