Possible offer by Revival

Marks & Spencer Group PLC
03 June 2004




Issued: Thursday 3 June 2004


          Marks & Spencer Group PLC ('Marks & Spencer' or 'the Group')

    Possible offer by Revival Acquisitions Limited ('Revival Acquisitions')


Marks & Spencer notes the announcement today by Revival Acquisitions in relation
to a possible offer for the Group and confirms that such a proposal has been
received by the Board.

The Board of Marks & Spencer, which is being advised by Citigroup, Morgan
Stanley and Cazenove, has met to consider the proposal. The Board considers that
the proposal significantly undervalues the Group and its prospects and therefore
rejects the proposal.

Following the appointment of Stuart Rose as Chief Executive on 31 May 2004, the
management team is currently in the early stages of re-examining all aspects of
its business in order to maximise value creation for its shareholders. Marks &
Spencer shareholders will retain 100% of this value creation.

Ends


PRESS ENQUIRIES

Marks & Spencer      020 7268 1919
Paul Myners
Stuart Rose

Citigroup            020 7986 4000
Robert Swannell
Ian Hart
David James

Morgan Stanley       020 7425 5000
Simon Robey
Brian Magnus
Mark Brooker

Cazenove             020 7588 2828
David Mayhew
Duncan Hunter
Richard Wintour

Tulchan              020 7353 4200
Andrew Grant
Kirstie Hamilton


The directors of Marks & Spencer Group plc accept responsibility for the
information contained in this announcement and confirm that to the best of their
knowledge and belief, (having taken all reasonable care to ensure that such is
the case), the information contained in this announcement is in accordance with
the facts and does not omit anything likely to affect the import of such
information.


Citigroup Global Markets Limited ('Citigroup') is acting for Marks & Spencer and
no one else in relation to the matters described in this announcement and will
not be responsible to anyone other than Marks & Spencer for providing the
protections afforded to clients of Citigroup nor for providing advice in
relation to the matters described in this announcement.


Morgan Stanley & Co. Limited ('Morgan Stanley') is acting for Marks & Spencer
and no one else in relation to the matters described in this announcement and
will not be responsible to anyone other than Marks & Spencer for providing the
protections afforded to clients of Morgan Stanley nor for providing advice in
relation to the matters described in this announcement.


Cazenove & Co. Ltd ('Cazenove'), which is regulated in the United Kingdom by the
Financial Services Authority, is acting for Marks & Spencer and no one else in
relation to the matters described in this announcement and will not be
responsible to anyone other than Marks & Spencer for providing the protections
afforded to clients of Cazenove nor for providing advice in relation to the
matters described in this announcement.



                      This information is provided by RNS
            The company news service from the London Stock Exchange