Tender Offer

Marks & Spencer Group PLC
13 August 2004



press release

Issued: Friday, 13 August 2004

                           Marks & Spencer Group plc

         New Banking Facilities signed Expected Tender Offer Timetable

Marks & Spencer announces that, earlier today, it signed two new banking
facilities totalling £2 billion. The new banking facilities, together with
existing resources, will be used to fund the planned return of £2.3 billion to
shareholders by way of a Tender Offer.

The first facility, for £1.2 billion, matures on 13 August 2009 and is provided
by BBVA, BNP Paribas, Citigroup, HSBC, Lloyds TSB and Morgan Stanley as Mandated
Lead Arrangers and Bookrunners, and by Fortis Bank, Rabobank and Standard
Chartered as Senior Lead Arrangers. The margin is 0.35% over LIBOR, and is fixed
for the life of the facility.

The second facility, for £800 million, is provided by HSBC alone. It is a
standby facility for use, if necessary, to bridge the period between the return
of value to shareholders and the receipt of the proceeds from the disposal of 
M&S Money.

The expected timetable for the proposed Tender Offer, which was outlined in the
operational review provided on 12 July 2004, is as follows:

Date 2004                 Event

                         
Tuesday 21 September      •Announcement of details of the Tender Offer          

                         
By Thursday 23 September  •Dispatch of circular to shareholders
                         
                          
Tuesday 12 October        •Trading update for the period ending 2 October 2004

                        
Friday 22 October         •Extraordinary General Meeting to approve the Tender 
                           Offer

                          •Closure of the Tender Offer

                         
By Tuesday 26 October     •Announcement of the results of the Tender Offer

                         
By Friday 29 October      •Payment to CREST accounts and dispatch of cheques


As previously announced, the Interim Results will be released on Tuesday 9
November 2004.

Details of the expected timetable applicable to holders of the Company's
American Depositary Shares will be set out in the circular to be sent to
shareholders in connection with the Tender Offer.

For further information:

Investors/analysts: 020 7268 4195 (13th August) / 0208 718 1563 (w/c 16th
August)

Press:   020 7268 1967/6166


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