Issued Share Capital

Marks & Spencer Group PLC
25 October 2004


Issued: 25 October 2004

Marks and Spencer Group plc

Issued Share Capital

Further to this morning's announcement setting out the result of the Tender
Offer, the number of ordinary shares in issue following cancellation of the
shares repurchased under the Tender Offer, which is expected to be on Thursday
28 October 2004, will be 1,645,373,759 (assuming no exercise of employee share
options).


For further information, please contact:

Marks and Spencer Group plc
Investor Relations:
Amanda Mellor                 [phone]
Damian Evans                  [phone]

Corporate Press Office:       [phone]

Cazenove & Co. Ltd            [phone]
Duncan Hunter
Richard Wintour
Emma John
Jonathan Wilcox


Notes to Editors:

1.      It is expected that cheques for Tender Offer proceeds in respect of sold
certificated Ordinary Shares will be despatched and CREST accounts for revised
holdings of Ordinary Shares will be credited on 28 October 2004.
2.      Under Section 198 of the Companies Act 1985, major shareholders have to
advise the Company of a significant change in their shareholding within 2 days
of having knowledge of the change. The Company must notify a Regulatory
Information Service of such a change by the end of the business day following
receipt of the information by the Company.
3.      Full details of the tender offer to purchase ordinary shares (including
ordinary shares represented by American Depositary Shares) up to a maximum value
of £2.3 billion, were set out in the circular to shareholders dated 21 September
2004.




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