Rejection of revised proposal

Marks & Spencer Group PLC
16 June 2004


                                  16 June 2004

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

   Rejection of revised proposal from Revival Acquisitions Limited ('Revival
                                 Acquisitions')

At the request of Revival Acquisitions, Paul Myners, Chairman, and Stuart Rose,
Chief Executive, met with Philip Green and a representative of Goldman Sachs
this afternoon. At that meeting, Revival Acquisitions put forward a revised
proposal in relation to a possible offer for the Group ('the revised proposal').
The revised proposal values each ordinary share of Marks & Spencer at not less
than 370 pence in cash. Revival Acquisitions also indicated that it would be 
prepared to offer a partial share alternative.

The Board of Marks & Spencer, which is being advised by Citigroup, Morgan
Stanley and Cazenove, has met to consider the revised proposal. The Board
believes that an offer at 370 pence would significantly undervalue the Group and
its prospects. The Board has therefore informed Revival Acquisitions that it
does not intend to recommend an offer at this level to shareholders.

The Board is committed to maximising value for its shareholders. As previously
announced, since his appointment as Chief Executive on 31 May 2004, Stuart Rose
and the senior management team have made good progress in reviewing the Group
and will set out their plans to improve operating performance across the Group
on 12 July 2004.


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
Katie Macdonald-Smith


The Directors of Marks and 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.




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