Response to Revival Proposal

Marks & Spencer Group PLC
08 July 2004


Issued: Thursday 08 July 2004


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

                          Response to Revival Proposal


The Board of Marks & Spencer, which is being advised by Citigroup, Morgan
Stanley and Cazenove, has met to consider the revised proposal announced
yesterday by Revival Acquisitions Limited ('Revival').


The management team will be announcing its plans for the business on Monday, 12
July. This will include important new information in respect of the operations
and strategy of Marks & Spencer.  The Board believes that Revival's proposal for
Marks & Spencer of 400 pence per share continues to undervalue the Group and its
prospects significantly and, furthermore, is confident that it will demonstrate
this to shareholders on 12 July.  Accordingly, the Board would not be prepared
to recommend an offer (if made) at this level.  Following communication of the
Group's strategy next Monday, shareholders will be able to make an informed
assessment of the Board's view.


The Board is also concerned that there are a number of major areas of
uncertainty in relation to Revival's proposal which Revival should clarify.
These include:

-         the ownership structure of Revival, its financing and any conditions
          attached to it;

-         the characteristics and value of the share alternative;

-         how Revival will deal with competition issues (which the Board
          believes are significant), including the undertakings Philip Green 
          would be prepared to make to obtain competition clearance; and

-         the extent of proposed due diligence and the assumptions which Revival
          has made in relation to its due diligence questions, including in 
          relation to the funding of the pension scheme.



PRESS ENQUIRIES


Marks & Spencer             020 7268 1919
Paul Myners
Stuart Rose


Citigroup                   020 7986 4000
Robert Swannell
Ian Hart
David James


Morgan Stanley              020 425 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
Katie Macdonald-Smith



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