Director Shareholding

Marks & Spencer Group PLC
20 July 2004

Issued: Tuesday 20 July 2004

         Marks and Spencer Group plc ('Marks & Spencer' or 'the Group')
                              Directors' Dealings

Executive Share Option Scheme

It has been confirmed today that on 20 July 2004, the following directors were
granted options under the Company's Executive Share Option Scheme at an option
price of 347p per share. The options, which are exercisable between three and
ten years from the date of grant, are subject to performance criteria on
exercise, details of which can be found in the Company's annual report and
accounts 2004.

    Name              Number of share        Total no. of shares held under
                      options granted    option following this notification

Stuart Rose                   979,825                               979,825
Charles Wilson                576,367                               576,367
Alison Reed                   155,618                             1,165,654
Laurel Powers-Freeling        201,728                               990,033
Maurice Helfgott              138,328                               828,126
Mark McKeon                   276,655                               276,655

Stuart Rose and Charles Wilson have both stated that they will be donating any
difference between the grant price of 347p and 400p to charity, at the time the
share options are exercised.

Purchase of Shares

The Company was informed on 19 July 2004 that the following directors have
purchased Ordinary shares of 25p each:

     Name                       No. of Shares Purchased           Price

Stuart Rose                                     165,000         348.25p
Charles Wilson                                  100,000          349.5p
Mark McKeon                                         500          349.5p

Dividend Reinvestment Plan

The Company was informed on 19 July 2004 that the following directors and
director's wife would acquire Ordinary shares of 25p each under the Company's
Dividend Reinvestment Plan in respect of a dividend paid on 16 July 2004:

        Name                        No. of Shares Acquired        Price

Alison Reed                                          1,333       347.9p
Laurel Powers-Freeling                               1,320       347.9p
Danielle Jaffe (Helfgott)                               16       347.9p


In addition, the Company was informed on 20 July 2004 that Danielle Jaffe, wife
of Maurice Helfgott, acquired 12 Ordinary Shares of 25p each, at a price of
276.9p each, under the Company's Dividend Reinvestment Plan in respect of a
dividend paid on 9 January 2004.

PEPs

The Company was informed on 20 July 2004 that on 16 July 2004 Alison Reed
acquired 43 Ordinary Shares of 25p each at a price of 348p each under a PEP
registered under the name of Marks & Spencer Savings and Investments Limited.
The Company was also informed on 20 July 2004 that on 16 July 2004 Maurice
Helfgott acquired 2 Ordinary Shares of 25p each at a price of 348p each under a
PEP registered under the name of Marks & Spencer Savings and Investments
Limited.

Directors' Holdings

Following the above notifications, the directors' holdings are confirmed as
follows:

          Name                       Total Holding of Ordinary Shares

Stuart Rose                                                   300,416
Charles Wilson                                                100,000
Alison Reed                                                   146,237
Laurel Powers-Freeling                                         71,944
Maurice Helfgott                                               47,425
Mark McKeon                                                     2,440

For further information, please contact:

Sue Sadler               Corporate Press Office               020 7268 8642
Kirstie Hamilton         Tulchan                              020 7353 4200


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