Tender Offer

Marks & Spencer Group PLC
21 September 2004


Issued: Tuesday 21 September 2004

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA, SOUTH
AFRICA AND JAPAN


MARKS AND SPENCER PLC

TENDER OFFER

On 12 July 2004 the Board of Marks and Spencer Group announced the early results
of an operational review, together with an intention to return up to £2.3
billion to Shareholders by way of a tender offer. The Company is today
announcing details of the Tender Offer.

Highlights

   •Return of up to £2.3 billion to shareholders by way of a tender offer


   •Tenders will be accepted in the range of 332 pence to 380 pence per
    Ordinary Share inclusive, in increments of 2p only


   •The Tender Offer is being structured using a Strike Price mechanism. All
    successfully tendered Ordinary Shares will be acquired at the Strike Price.


   •The Tender Offer is conditional upon, amongst other things, shareholder
    approval which will be sought at an EGM to be held on 22 October 2004


   •The closing time and date of the Tender Offer is 3.00pm on 22 October
    2004.


   •The Tender Offer is being made available to all eligible Shareholders who
    are on the Register at 5.00pm on 22 October 2004


   •Contained in this release are details of current trading in the 10 weeks
    to 18 September 2004, progress on 12 July 2004 initiatives and an update on
    the sale of Marks & Spencer Money and purchase of per una.

References to time in this announcement are to London time, unless otherwise
stated.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA, SOUTH
AFRICA AND JAPAN

21 September 2004

MARKS AND SPENCER GROUP PLC

TENDER OFFER

Introduction

On 12 July 2004, the Board of Marks and Spencer announced the early results of
an operational review, together with an intention to return up to £2.3 billion
to Shareholders by way of a tender offer. The Company is today announcing
details of the Tender Offer.

The following is only a summary of the Tender Offer, including the principal
terms and conditions on which it will be made. Full details of the Tender Offer
will be set out in the Circular which is expected to be published today.

Tenders may be made in the Price Range of 332 pence to 380 pence per Ordinary
Share inclusive, which at the Minimum Price is a discount of 3.9 per cent and at
the Maximum Price a premium of 10.0 per cent. to the middle market closing price
of 345.5 pence on 20 September 2004, the Business Day before this announcement
respectively. Only tenders made in 2 pence increments in the Price Range will be
accepted. For illustrative purposes only this Price Range is equivalent to
US$35.66 to US$40.81 per ADS based on an exchange rate of $1.79 per £1.

The Tender Offer is being made available to all Shareholders who are on the
Register at 5.00 p.m. on Friday 22 October 2004 (the 'Record Date') and in
respect of Ordinary Shares held on the Record Date. The expected timetable
including that applicable to ADS holders is set out in Appendix 1. The Tender
Offer is not being made available to holders of B Shares in respect of the B
Shares that they hold.

The Tender Offer is conditional, amongst other things, on the approval of
Shareholders at an Extraordinary General Meeting to be held on Friday 22 October
2004 at 11.00 a.m.

The Tender Offer is also conditional, amongst other things, on receipt of valid
tenders in respect of at least 22,802,057 Ordinary Shares (representing 1 per
cent. of the Company's issued ordinary share capital as at 20 September 2004) by
3.00 p.m. on Friday 22 October 2004. The full terms and conditions of the Tender
Offer are set out in Appendix 2.

The Tender Offer

The Tender Offer involves the following:

   •Cazenove & Co. Ltd will purchase the maximum number of Ordinary Shares
    having a total cost not exceeding £2.3 billion (up to a maximum of
    692,771,084 Ordinary Shares) and then sell such shares to Marks and Spencer
    for cancellation.


   •All eligible Shareholders are being given the opportunity to participate
    in the Tender Offer.


   •Tenders will be accepted in the range of 332 pence to 380 pence per
    Ordinary Share inclusive, in increments of 2 pence only (which is for
    illustrative purposes only, equivalent to a price range of US$35.66 to
    US$40.81 per ADS).


   •Shareholders can tender their Ordinary Shares under the Tender Offer in
    the following ways:

(i) as a Strike Price Tender (the first 300 Ordinary Shares tendered under this
choice will be accepted in full and will not be scaled down (the 'Guaranteed
Purchase Level')).

(ii) as a tender at a single price being one of the prices in the Price Range:
and

(iii) as a tender at different prices in the Price Range (including Strike Price
Tenders).

Tenders other than Strike Price Tenders must be expressed in whole pence per
Ordinary Share.

   •ADS holders may tender as a Strike Price Tender or at one or more prices
    in the Price Range. The Guaranteed Purchase Level will not apply to ADS
    holders.


   •Shareholders do not have to tender any Ordinary Shares if they do not
    wish to do so.


   •All Ordinary Shares will be purchased by Cazenove at the same price, the
    'Strike Price'. The Strike Price will be the lowest price per Ordinary Share
    that will allow Cazenove to purchase the maximum number of Ordinary Shares
    having a total cost not exceeding £2.3 billion or such fewer number of
    Ordinary Shares as are validly tendered pursuant to the Tender Offer. All
    Shareholders and ADS holders who tender Ordinary Shares at a price below the
    Strike Price or as Strike Price Tenders will receive the Strike Price or the
    US dollar equivalent for each Ordinary Share underlying ADSs, for successful
    tenders.


   •If the aggregate value of all Ordinary Shares tendered is £2.3 billion or
    less, all Ordinary Shares validly tendered will be accepted and purchased.
    In the event that the Tender Offer is over-subscribed, tenders will be
    accepted in the order set out below.

(i) All Ordinary Shares up to the Guaranteed Purchase Level tendered as a Strike
Price Tender by any Shareholder will be accepted in full.

(ii) All Ordinary Shares tendered at a price below the Strike Price will be
accepted in full.

(iii) All Ordinary Shares tendered as Strike Price Tenders will be accepted in
full. However, in the event that the Strike Price is determined to be the
Minimum Price, such tenders in excess of the Guaranteed Purchase Level will be
scaled down pro-rata to the number of Ordinary Shares tendered at that price,
such that the total cost of Ordinary Shares purchased pursuant to the Tender
Offer does not exceed £2.3 billion.

(iv) All Ordinary Shares tendered at the price in the price range which is
determined to be the Strike Price, will be scaled down pro-rata to the number of
Ordinary Shares tendered at that price, such that the total cost of Ordinary
Shares purchased pursuant to the Tender Offer does not exceed £2.3 billion. In
all cases, Ordinary Shares tendered at above the Strike Price will be rejected.

   •Ordinary Shares will be purchased free of commissions and dealing
    charges.


   •Successfully tendered Ordinary Shares will be cancelled and will not rank
    for any future dividends including the interim dividend for the period
    ending 2 October 2004.


   •Any rights of Shareholders and ADS holders who choose not to tender their
    Ordinary Shares will be unaffected.

The Directors reserve the right, at any time prior to the announcements of the
results of the Tender Offer, to prevent Cazenove from proceeding with the Tender
Offer if they conclude that its implementation is no longer in the interests of
the Company and/or shareholders as a whole.

Guaranteed Purchase Level

Up to the first 300 Ordinary Shares (the 'Guaranteed Purchase Level') of a
Strike Price Tender made by any Shareholder will be accepted in full and will
not be scaled down.

The Guaranteed Purchase Level does not apply to tendered ADSs.

Current Trading

Unaudited UK Retail sales for the 10 weeks to 18 September 2004 are shown below.
Because the 2003/4 financial year was for a 53 week trading period, the figures
have been produced both on a financial accounting basis and, to avoid
distortion, on a comparable trading week basis.

              14 weeks to 10 July 10 weeks to 18 Sept 2004   24 weeks to 18 Sept
                     2004          (vs 10 weeks to 13 Sept           2004
                                              2003)
Financial     Actual  Like for    Actual %  Like for like %     Actual  Like for
accounting      % on like % on      on LY             on LY       % on like % on
basis             LY        LY                                      LY        LY

Clothing        -0.5                 -5.4                         -2.5
Home           -12.8                -20.8                        -16.1
Total
Clothing        -1.8      -3.7       -7.1              -9.2       -3.9      -5.9
& Home
Food            +3.9      -1.5       +2.9              -2.5       +3.5      -2.0
Total           +0.7      -2.8       -2.7              -6.3       -0.7      -4.2

                                           Source: unaudited management accounts

                                   10 weeks to 18 Sept 2004
                              (vs 10 weeks to 20 Sept 2003)
Comparable trading week basis       Actual%   Like for like
                                      On LY         % on LY
Clothing                               -3.9
Home                                  -19.8
Total Clothing & Home                  -5.6            -7.7
Food                                   +3.5            -2.0
Total                                  -1.6            -5.2

                                           Source: unaudited management accounts

Clothing performance for the Summer season was difficult, with poor sales in
core Womenswear, Lingerie and Childrenswear. Product appeal was not sufficiently
strong in these areas. However, where product was right and we had bought in
depth, sales were good, as in swimwear and schoolwear. Per una also performed
well. Home sales were particularly weak with the product being too contemporary
for our customers. In Food, Simply Food stores traded as planned but performance
in city centre stores was slightly below last year. Footfall remained broadly
level on the year.

Due to lower sales levels and higher stock commitments in the Spring/Summer,
markdown costs in the first half are expected to show an increase of c£20m.

We have had only three weeks of the Autumn season and it is too early to draw
any firm conclusions. In Womenswear, early indications for knitwear and
formalwear, including the new Limited Collection, have been encouraging and per
una continues to perform well, although some areas of casualwear have been poor.
Menswear remains relatively strong and Childrenswear continues to improve,
building on a good schoolwear performance.

Prospects

On 12 July 2004, the new management team outlined its plans to deliver the long
term value which it believes exists in the Company. Over the past weeks, we have
concentrated on implementing measures to improve both future product ranges and
the operating efficiency of the business.

Specific weaknesses in the clothing ranges have been identified although
existing commitments and lead times have restricted the ability to react quickly
enough to fully eliminate problem areas. By the end of August we had reduced
commitment by c£150m compared to last year.

Following our decision to close Lifestore, we are now focusing on rebuilding the
core categories in Home of bath, bed, kitchen and home accessories. Stationery
and gifts continue to perform well.

In Food we have taken steps to ensure that our Autumn product development has
been more focused. The catalogue is also being rationalised to eliminate product
proliferation.

Margin and cost improvements are on track. In particular, the Company will
benefit in the second half from the announced improvements in margins following
renegotiations with suppliers. There is no change to the guidance on bought in
margin for the first half, being an increase of 50 basis points in Clothing and
unchanged in Food. The increase in Operating Costs for the first half is
expected to be less than 1% compared to our previous guidance of 3%. This trend
is expected to continue through the second half of the year.

The new 'Your M&S' brand campaign was launched earlier this month, signifying
the start of an overall marketing and in-store programme to reconnect the
Company with its core customer base.

It is currently expected that the purchase of per una will be completed by the
end of October 2004 and the sale of Marks & Spencer Money will be completed by
the end of the calendar year.

The Board remains confident that actions already taken and those still to be
implemented will build on the strengths of Marks & Spencer to support a
sustained recovery in the future. As we announced on 12 July, the business has
substantial further trading potential. Whilst it will take time for the results
to show through, we are confident that the actions which are being taken will
unlock the value which we believe is inherent in the Group.

A trading update in respect of the second quarter for the period to 2 October
2004 will be released on 12 October 2004. The Interim Results for the six months
to 2 October 2004 will be released on 9 November 2004.

Dividends

Successfully tendered Ordinary Shares will not rank for the interim dividend for
the period ending 2 October 2004.

Overseas Shareholders

The attention of shareholders who are not resident in the United Kingdom is
drawn to the section headed 'Overseas Shareholders' in Appendix 2.

Employee Share Schemes

The Board has determined that no adjustments should be made to options granted
under the Employee Share Option Schemes (the SAYE and Executive Employee Share
Option Schemes). Participants in the Employee Share Option Schemes are therefore
not affected by the Tender Offer.

The rules of the Employee Share Incentive Plan (Freeshares) do not allow for the
withdrawal of Ordinary Shares under three years and therefore participants in
this plan may not participate in the Tender Offer.

Trustees of the Profit Sharing Schemes, both UK and Ireland will write to
participants to explain the effect of the Tender Offer on their awards under
those schemes as individuals in these schemes may, depending upon the year of
allocation of their awards, be able to participate in the Tender Offer.

The Company will be writing separately to participants in the Executive Share
Matching Plan to explain the effect of the Tender Offer on their awards under
this plan.

Extraordinary General Meeting

Implementation of the Tender Offer requires the approval of Shareholders at an
Extraordinary General Meeting to be held at 11.00 a.m. on Friday 22 October 2004
at Wembley Conference Centre, Stadium Way, Wembley HA9 0DW. At this meeting a
special resolution, Resolution 1, will be proposed to seek authority to make
market purchases of Ordinary Shares pursuant to the Tender Offer. Resolution 1
specifies the maximum number of Ordinary Shares which may be acquired pursuant
to this authority and the maximum and minimum prices at which Ordinary Shares
may be bought pursuant to the Tender Offer. The authority sought will expire at
the end of the Company's next annual general meeting.

The Board is also seeking the General Authority to make market purchases of up
to 158,743,463 Ordinary Shares representing a maximum of 10 per cent. of Marks &
Spencer's issued ordinary share capital after completion of the Tender Offer
(assuming that the maximum number of Ordinary Shares authorised under Resolution
1 to be purchased by the Company pursuant to the Tender Offer is purchased by
the Company). The authority will replace any other such authority previously
conferred. The Directors will only exercise this power if and when, in the light
of the market conditions prevailing at the time, they believe that such
purchases would increase earnings per share and would be for the benefit of
shareholders generally.

Recommendation

The Board considers that the Tender Offer and the General Authority are in the
best interests of shareholders as a whole.

Accordingly, the Board unanimously recommends all Shareholders to vote in favour
of the Resolutions as they intend to do in respect of their own beneficial
holdings of Ordinary Shares amounting in aggregate to 742,890 Ordinary Shares,
representing approximately 0.03 per cent. of the current issued ordinary share
capital of Marks and Spencer.

The Board is making no recommendation to Shareholders in relation to
participation in the Tender Offer itself. Whether or not Shareholders or ADS
holders decide to tender all or any of their Ordinary Shares will depend, among
other things, on their view of Marks and Spencer's prospects and their own
individual circumstances, including their tax position. Shareholders and ADS
holders are recommended to consult their duly authorised independent advisers
and make their own decision.

The Directors all wish to retain their holdings in Marks and Spencer and
therefore are not intending to tender any of their Ordinary Shares in the Tender
Offer.

Further information

Further details of the Tender Offer including the expected timetable and the
terms and conditions on which it will be made are set out in appendices at the
end of this announcement.


MARKS AND SPENCER GROUP PLC

Corporate Press Office: 020 8718 1919

Investors/analysts:
Amanda Mellor           [phone]
Damian Evans            [phone]

Investor / Analyst Conference call details:

This will be hosted by Stuart Rose at 08.00 (BST) on Tuesday 21st September.

Dial in number:         [phone]

A recording of this call will be available until Sunday 26th September.
Dial in number          [phone]
Passcode:               304802

CAZENOVE & CO. LTD      [phone]

Duncan Hunter
Richard Wintour
Jonathan Wilcox
Emma John

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.

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





Appendix 1 EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Expected Timetable Of Principal Events
                                                                            2004

Tender Offer opens                                                    Tuesday 21
                                                                       September

Announcement of trading update for period ending 2 October            Tuesday 12
                                                                         October

Latest time and date for receipt of Forms of Proxy                 11.00 a.m. on
                                                                    Wednesday 20
                                                                         October

Extraordinary General Meeting                                      11.00 a.m. on
                                                                       Friday 22
                                                                         October

Latest date and time for withdrawal of WHITE Tender Forms and       3.00 p.m. on
BLUE Small Shareholder Tender Forms and Electronic Tenders             Friday 22
                                                                         October

Latest time and date for receipt of WHITE Tender Forms or BLUE      3.00 p.m. on
Small Shareholder Tender Forms                                         Friday 22
                                                                         October

Latest time and date for settlement of Electronic Tenders in        3.00 p.m. on
CREST                                                                  Friday 22
                                                                         October

Record Date for Tender Offer                                        5.00 p.m. on
                                                                       Friday 22
                                                                         October

Announcement of results of the Tender Offer                        by Tuesday 26
                                                                         October

Despatch of cheques for Tender Offer proceeds in respect of         by Friday 29
sold certificated Ordinary Shares                                        October

CREST accounts credited with Tender Offer proceeds in respect       by Friday 29
of sold uncertificated Ordinary Shares                                   October

CREST accounts credited for revised holdings of Ordinary            by Friday 29
Shares (or, in the case of unsuccessful tenders, for entire              October
holdings of Ordinary Shares)

Return of share certificates in respect of unsuccessful             by Friday 29
tenders                                                                  October

Despatch of balance share certificates for unsold Ordinary           by Friday 5
Shares                                                                  November

Announcement of interim results for period ending 2 October            Tuesday 9
2004                                                                    November

The dates and times given are based on Marks and Spencer's current expectation
and may be subject to change. The timetable with respect to ADS holders is set
out below. Any changes to the expected timetable will be announced via a
Regulatory Information Service.



Expected timetable applicable to ADS holders
                                                                            2004

Latest time for receipt by ADS Depositary of       3.00p.m. (New York City time)
voting instruction forms for ADS holders for the            on Friday 15 October
EGM

Latest time and date for receipt by ADS Depositary     12.00 noon (New York City
of Letters of Transmittal                                  time) on Wednesday 20
                                                                         October

Extraordinary General Meeting                                11.00a.m. (UK time)
                                                            on Friday 22 October

Announcement of take-up level under Tender Offer           By Tuesday 26 October
and related details

Settlement date for purchases under the Tender              By Friday 29 October
Offer

Dispatch of checks for Tender Offer proceeds and            By Friday 5 November
dispatch of balance ADRs, as applicable










APPENDIX 2 DETAILS OF THE TENDER OFFER

1. Introduction

Shareholders on the Register at 5.00 p.m. on the Record Date (other than certain
Overseas Shareholders-see 'Overseas Shareholders' below) will be invited to
tender Ordinary Shares for purchase by Cazenove on the terms and subject to the
conditions set out below which will be contained in the Circular and in the
accompanying WHITE Tender Form or BLUE Small Shareholder Tender Form, as
applicable. Marks and Spencer will, in turn, repurchase for cancellation from
Cazenove at the Strike Price the Ordinary Shares purchased by Cazenove pursuant
to the Tender Offer.

2. Terms and conditions of the Tender Offer

2.1 The Tender Offer is conditional on the following (the 'Conditions'):

(i) the passing, as a special resolution, of Resolution 1 set out in the notice
of the Extraordinary General Meeting at the end of this document;

(ii) receipt of valid tenders in respect of at least 22,802,057 Ordinary Shares
(representing 1 per cent. of the Company's issued ordinary share capital as at
20 September 2004) by 3.00 p.m. on the Closing Date;

(iii) the Facility Agreements having not been terminated in accordance with
their respective terms; and

(iv) the Tender Offer not having been terminated in accordance with
paragraph 2.19 below prior to the fulfillment of the conditions referred to in
sub-paragraphs 2.1 (i), (ii) and (iii) above.

Cazenove will not purchase the Ordinary Shares pursuant to the Tender Offer
unless the Conditions have been satisfied. The Conditions may not be waived by
Cazenove. If the Conditions are not satisfied by 3.00 p.m. on Monday 25 October
2004, the Tender Offer will lapse.

2.2 (A) Ordinary Shares may be tendered under the Tender Offer in the following
ways:

(i) as a Strike Price Tender;

(ii) as a tender at a single price being one of the prices in the Price Range;

(iii) as a tender at different prices in the Price Range (including Strike Price
Tenders).

(B) Tenders other than Strike Price Tenders must be expressed in whole pence per
Ordinary Share.

(C) Up to the first 300 Ordinary Shares of a Strike Price Tender (the 'Guarantee
Purchase Level') made by any Shareholder will be accepted in full and will not
be scaled down.

(D) ADS holders may tender as a Strike Price Tender or at different prices in
the Price Range. The Guaranteed Purchase Level does not apply to ADS holders nor
to any Ordinary Shares tendered which are represented by ADSs.

2.3 The Tender Offer is only available to Shareholders (outside Canada,
Australia, South Africa or Japan) on the Register on the Record Date and in
respect of the number of Ordinary Shares registered in their names on that date.

2.4 Tenders in respect of certificated Ordinary Shares may be revoked by written
notice received by the Registrars, Lloyds TSB Registrars, any time until
3.00 p.m. on Friday 22 October 2004. Tenders in respect of uncertificated
Ordinary Shares may be revoked by input and settlement in CREST of an ESA
instruction in accordance with the procedures set out in Part 3 of the Circular
anytime until 3.00 p.m. on Friday 22 October 2004. After 3.00 p.m. on Friday
22 October 2004 all tenders will be irrevocable. All questions as to the
validity of notices of withdrawal (including time of receipt) or ESA
instructions, as applicable, will be determined by Cazenove, in its sole
discretion, which determination shall be final and binding (except as otherwise
required under applicable law). None of Marks and Spencer, Cazenove, the
Registrars, the ADS Depositary or any other person is or will be obliged to give
notice of any defects or irregularities in any notice of withdrawal or ESA
instruction, and none of them will incur any liability for failure to give any
such notice.

2.5 The Tender Offer will close at 3.00 p.m. on the Closing Date and no tenders
received after that time will be accepted.

2.6 All or any part of a holding of Ordinary Shares may be tendered. Ordinary
Shares successfully tendered will be sold to Cazenove fully paid and free from
all liens, charges, equitable interests and encumbrances and with all rights
attaching to the same. Successfully tendered Ordinary Shares will then be
repurchased from Cazenove by Marks and Spencer pursuant to the Repurchase
Agreement and such Ordinary Shares will subsequently be cancelled and will not
rank for any future dividends, including for the avoidance of doubt, the interim
dividend for the period ending 2 October 2004.

2.7 (i) Tenders in respect of Ordinary Shares held in certificated form must be
made on the accompanying WHITE Tender Form or the BLUE Small Shareholder Tender
Form, as applicable, duly completed in accordance with the instructions set out
below and in the WHITE Tender Form or the BLUE Small Shareholder Tender Form, as
applicable (which constitute part of the terms of the Tender Offer). Such
tenders will only be valid when the procedures contained in this document and in
the WHITE Tender Form or the BLUE Small Shareholder Tender Form, as applicable,
are complied with.

(ii) Tenders in respect of Ordinary Shares held in uncertificated form in CREST
must be made by the input and settlement of a TTE Instruction in CREST in
accordance with the instructions set out in Part 3 of the Circular and the
relevant procedures in the CREST manual which together constitute part of the
terms of the Tender Offer. Such tenders will only be valid when the procedures
contained in this document and in the relevant parts of the CREST manual are
complied with.

(iii) The Tender Offer and all tenders will be governed by and construed in
accordance with English law. Delivery of a WHITE Tender Form or a BLUE Small
Shareholder Tender Form or the input of a TTE Instruction in CREST, as
applicable, will constitute submission to the jurisdiction of the English
courts.

2.8 The results of the Tender Offer and, if applicable, the extent to which
tenders will be scaled down, will be announced by Tuesday 26 October 2004.

2.9 All documents and remittances sent by or to Shareholders and all
instructions made by or on behalf of a Shareholder in CREST will be sent or made
(as the case may be) at the risk of the person entitled thereto. If the Tender
Offer does not become unconditional and lapses, in respect of Ordinary Shares
held in certificated form, WHITE Tender Forms or BLUE Small Shareholder Tender
Forms (as applicable), share certificates and other documents of title will be
returned by post not later than ten Business Days after the date of such lapse
or, in respect of Ordinary Shares held in uncertificated form (that is, in
CREST), the escrow agent will provide instructions to CRESTCo to transfer all
Ordinary Shares held in escrow balances by TFE instruction to the original
available balances to which those Ordinary Shares relate.

2.10 If part only of a holding of Ordinary Shares is successfully tendered
pursuant to the Tender Offer, the relevant Shareholder will be entitled to
receive the following:

(i) for Ordinary Shares held in certificated form-a certificate in respect of
the unsold Ordinary Shares; or

(ii) for Ordinary Shares held in uncertificated form (that is, in CREST)-the
transfer by the escrow agent by TFE instruction to the original available
balances of those unsold Ordinary Shares or the credit of the balance of the
unsold Ordinary Shares by the escrow agent by an ARAN message.

2.11 Further copies of the WHITE Tender Form or the BLUE Small Shareholder
Tender Form may be obtained on request from the Shareholder Helpline on
0845 609 0810 (from inside the UK) and [phone] (from outside the UK) or
from the Registrars, Lloyds TSB Registrars at Princess House, 1 Suffolk Lane,
London EC4R 0AX.

2.12 The lowest price at which tenders will be accepted is the Minimum Price.
The highest price at which tenders will be accepted is the Maximum Price. Only
tenders made at 2 pence increments in the Price Range will be accepted.

2.13 The Strike Price will be the lowest price per Ordinary Share that will
allow Cazenove to purchase the maximum number of Ordinary Shares having a total
cost not exceeding £2.3 billion or such lesser number of Ordinary Shares as are
validly tendered pursuant to the Tender Offer.

2.14 If the aggregate value for all Ordinary Shares tendered is £2.3 billion or
less, all Ordinary Shares validly tendered will be purchased. If the aggregate
value of Ordinary Shares tendered exceeds £2.3 billion, tenders will be accepted
in the following order:

(i) subject to paragraph 2.2(D) above, all Ordinary Shares up to the Guaranteed
Purchase Level tendered as a Strike Price Tender by any Shareholder will be
accepted in full;

(ii) all Ordinary Shares tendered at a price below the Strike Price will be
accepted in full;

(iii) all Ordinary Shares tendered as Strike Price Tenders will be accepted in
full. However, in the event that the Strike Price is determined to be the
Minimum Price, such tenders in excess of the Guaranteed Purchase Level will be
scaled down pro-rata to the number of Ordinary Shares tendered at that price,
such that the total cost of Ordinary Shares purchased pursuant to the Tender
Offer does not exceed £2.3 billion; and

(iv) all Ordinary Shares tendered at the price in the price range which is
determined to be the Strike Price, will be scaled down pro-rata to the number of
Ordinary Shares tendered at that price, such that the total cost of Ordinary
Shares purchased pursuant to the Tender Offer does not exceed £2.3 billion.

Should any fractions arise from any scaling down, the number of Ordinary Shares
accepted shall be rounded down to the nearest whole Ordinary Share.

2.15 All Ordinary Shares tendered at prices above the Strike Price will be
rejected and will not be purchased by Cazenove. All Ordinary Shares successfully
tendered will be purchased by Cazenove, as principal, at the Strike Price.

2.16 All questions as to the number of Ordinary Shares tendered, the price to be
paid therefor and the validity, form, eligibility (including the time of
receipt) and acceptance for payment of any tender of Ordinary Shares will be
determined by Cazenove in its sole discretion, which determination shall be
final and binding on all of the parties (except as otherwise required under
applicable law). Cazenove reserves the absolute right to reject any or all
tenders it determines not to be in proper form or the acceptance or payment for
which may, in the opinion of Cazenove, be unlawful. Cazenove also reserves the
absolute right to waive any defect or irregularity in the tender of any
particular Ordinary Shares or any particular holder thereof. No tender of
Ordinary Shares will be deemed to be validly made until all defects or
irregularities have been cured or waived. In the event of a waiver, the
consideration under the Tender Offer will not be despatched (in respect of
certificated Ordinary Shares) or made by way of a CREST payment (in respect of
uncertificated Ordinary Shares), until after (in the case of certificated
Ordinary Shares) the WHITE Tender Form or BLUE Small Shareholder Tender Form, as
applicable, is complete in all respects and the share certificates and/or other
document(s) of title satisfactory to Cazenove have been received or (in the case
of uncertificated Ordinary Shares), the relevant TTE Instruction has settled.
None of Marks and Spencer, Cazenove, the Registrars, the ADS Depositary or any
other person is or will be obliged to give notice of any defects or
irregularities in tenders, and none of them will incur any liability for failure
to give any such notice.

2.17 Ordinary Shares will be purchased pursuant to the Tender Offer free of
commissions and dealing charges.

2.18 The failure of any person to receive a copy of this Tender Offer document,
the WHITE Tender Form or the BLUE Small Shareholder Tender Form shall not
invalidate any aspect of the Tender Offer.

2.19 The Directors reserve the right to require that Cazenove does not proceed
with the Tender Offer if they conclude, at any time prior to the Announcement of
results of the Tender Offer, that its implementation is no longer in the
interests of Marks and Spencer and/or shareholders of Marks and Spencer as a
whole.

3. Overseas Shareholders

3.1 The making of the Tender Offer in, or to persons who are citizens or
nationals of, or resident in, jurisdictions outside the United Kingdom or
custodians, nominees or trustees for citizens, nationals or residents of
jurisdictions outside the United Kingdom may be prohibited or affected by the
laws of the relevant overseas jurisdiction. Shareholders who are Overseas
Shareholders should inform themselves about and observe any applicable legal
requirements. It is the responsibility of any such Shareholder wishing to tender
Ordinary Shares to satisfy himself as to the full observance of the laws of the
relevant jurisdiction in connection therewith, including the obtaining of any
governmental, exchange control or other consents which may be required, the
compliance with other necessary formalities and the payment of any transfer or
other taxes or other requisite payments due in such jurisdiction. Any such
Shareholder will be responsible for payment of any such transfer or other taxes
or other requisite payments due by whomsoever payable and Cazenove and Marks and
Spencer and any person acting on their behalf shall be fully indemnified and
held harmless by such Shareholder for any such transfer or other taxes or other
requisite payments such person may be required to pay. No steps have been taken
to qualify the Tender Offer or to authorise the extending of the Tender Offer or
the distribution of the WHITE Tender Form or the BLUE Small Shareholder Tender
Form in any territory outside the United Kingdom. US Shareholders and ADS
holders should refer to Part 6 of the Circular.

3.2 In particular, the Tender Offer is not being made directly or indirectly in
or into or by use of the mails or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, and telephone) or interstate
or foreign commerce, or any facility of a national securities exchange of,
Canada, Australia, South Africa or Japan and the Tender Offer cannot be accepted
by any such use, means, instrumentality or facility or from within Canada,
Australia, South Africa or Japan.

Accordingly, copies of the Circular, the WHITE Tender Forms, BLUE Small
Shareholder Tender Forms and any related documents are not being and must not be
mailed or otherwise distributed or sent in, into or from Canada, Australia,
South Africa or Japan, including to Shareholders with registered addresses in
Canada, Australia, South Africa or Japan or to persons who are custodians,
nominees or trustees holding Shares for persons in Canada, Australia, South
Africa or Japan. Persons receiving such documents (including, without
limitation, custodians, nominees and trustees) should not distribute, send or
mail them in, into or from Canada, Australia, South Africa or Japan or use such
mails or any such means, instrumentality or facility in connection with the
Tender Offer, and so doing will render invalid any related purported acceptance
of the Tender Offer. Persons wishing to accept the Tender Offer should not use
such mails or any such means, instrumentality or facility for any purpose
directly or indirectly relating to acceptance of the Tender Offer. Envelopes
containing WHITE Tender Forms or BLUE Small Shareholder Tender Forms should not
be postmarked in Canada, Australia, South Africa or Japan or otherwise
dispatched from Canada, Australia, South Africa or Japan and all accepting
Shareholders must provide addresses outside Canada, Australia, South Africa or
Japan for the remittance of cash or return of WHITE Tender Forms or BLUE Small
Shareholder Tender Forms and share certificates.

3.3 If, in connection with making the Tender Offer, notwithstanding the
restrictions described above, any person (including, without limitation,
custodians, nominees and trustees), whether pursuant to a contractual or legal
obligation or otherwise, forwards this document, the WHITE Tender Forms or BLUE
Small Shareholder Tender Forms or any related documents in, into or from Canada,
Australia, South Africa or Japan or uses the mails of, or any means or
instrumentality (including, without limitation, facsimile transmission, telex
and telephone) of interstate or foreign commerce of, or any facility of a
national securities exchange of Canada, Australia, South Africa or Japan in
connection with such forwarding, such persons should (i) inform the recipient of
such fact; (ii) explain to the recipient that such action may invalidate any
purported acceptance by the recipient; and (iii) draw the attention of the
recipient to this paragraph.

3.4 The provisions of this paragraph and any other terms of the Tender Offer
relating to Overseas Shareholders and ADS holders may be waived, varied or
modified as regards specific Shareholders or on a general basis by Cazenove in
its absolute discretion but only if Cazenove is satisfied that such waiver,
variation or modification will not constitute or give rise to a breach of
applicable securities or other law.

3.5 The provisions of this section headed 'Overseas Shareholders' supersede any
terms of the Tender Offer inconsistent herewith.

Overseas Shareholders should inform themselves about and observe any applicable
or legal regulatory requirements. If you are in any doubt about your position,
you should consult your professional adviser in the relevant territory.

APPENDIX 3 DEFINITIONS

The following definitions apply throughout this announcement as appropriate,
unless the context requires otherwise:

'ADS Depositary'     JPMorgan Chase Bank

'ADR'                an American depositary receipt representing ADSs

'ADS'                an American depositary share, each representing 6 Ordinary
                     Shares

'ADS holders'        holders of ADSs

'Announcement'       the announcement of the results of the Tender Offer

'ARAN message'       a registrar's adjustment message (as defined in the CREST
                     manual issued by CRESTCo)

'BLUE Small          the BLUE tender form accompanying the Circular for use by

Shareholder Tender   Small Shareholders in connection with the Tender Offer
Form'

'B Shares'           B shares of 70 pence each in the capital of the Company

'Business Day'       any day other than a Saturday, Sunday or public holiday in
                     England and Wales

'Cazenove'           Cazenove & Co. Ltd

'Closing Date'       3.00 p.m. Friday 22 October 2004

'Company'            Marks and Spencer Group plc

'CREST'              the relevant system (as defined in the CREST Regulations)
                     in respect of which CRESTCo is the Operator (as defined in
                     the CREST Regulations)

'CRESTCo'            CRESTCo Limited

'CREST               the Uncertificated Securities Regulations 2001 (SI 2001/
Regulations'         3755)

'Directors' or       the Directors of the Company
'Board'

'Electronic          the inputting and settlement of a TTE Instruction in
Tender'              accordance with the procedures set out in Part 3 of the
                     Circular which constitutes or is deemed to constitute a
                     tender of Ordinary Shares pursuant to and on the terms of
                     the Tender Offer as set out in the Circular

'Employee Share      the Marks and Spencer Group p.l.c. Employee Share Incentive
Incentive Plan'      Plan

'Employee Share      the Marks and Spencer Group plc 2002 Savings Related Share
Option Schemes'      Option Scheme, the Marks and Spencer Group plc Share
                     Matching Plan, the Marks and Spencer Group p.l.c. 2002
                     Executive Share Option Scheme and the Marks and Spencer
                     Group p.l.c. 2000 Executive Share Option Scheme

'ESA instruction'    an escrow account adjustment input (AESN), transaction type
                     'ESA' (as defined by the CREST manual issued by CRESTCo)

'Executive Share     the Executive Share Matching Plan for senior management
Matching Plan'       introduced in July 2002

'Extraordinary       the Extraordinary General Meeting of the Company convened
General Meeting' or  for 11.00 a.m. on Friday 22 October 2004 (and any
'EGM'                adjournment thereof)

'General             the general authority to make market purchases being sought
Authority'           in Resolution 2 as set out in the notice of the EGM

'Group'              Marks and Spencer and its subsidiaries

'Guaranteed Purchase the first 300 Ordinary Shares of a Strike Price Tender
Level'

'Letter of           the Letter of Transmittal issued with the Circular to
Transmittal'         registered ADS holders in connection with the Tender
                     Offer
'London Stock        London Stock Exchange plc
Exchange'

'Marks and Spencer'  Marks and Spencer Group plc, incorporated and registered in
or the 'Company'     England and Wales with registered number 4256886

'Marks and Spencer   the money and finanical services business primarily held
Money'               through Marks and Spencer Retail Financial Services
                     Holdings Limited

'Maximum Price'      380 pence per Ordinary Share

'Minimum Price'      332 pence per Ordinary Share

'Ordinary Shares'    ordinary shares of 25 pence each in the capital of the
                     Company

'Overseas            a Shareholder who is a resident in, or a citizen of, a
Shareholder'         jurisdiction outside the United Kingdom

'Price Range'        the range of prices in which Ordinary Shares will be
                     purchased by Cazenove pursuant to the terms of the Tender
                     Offer, being 332 pence to 380 pence per Ordinary Share
                     inclusive, in 2 pence increments only

'Profit Sharing      the Marks and Spencer p.l.c. 1997 Delayed Profit Sharing
Schemes'             Scheme and the Marks and Spencer p.l.c. 2002 Profit Sharing
                     Scheme (Ireland)

'Record Date'        5.00 p.m. on Friday 22 October 2004

'Register'           the register of members of the Company

'Registrars'         Lloyds TSB Registrars, Princess House, 1 Suffolk Lane,
                     London EC4R 0AX

'Resolutions'        the special resolutions to be proposed at the EGM to
                     authorise the purchase of Ordinary Shares pursuant to the
                     Tender Offer and to authorise the making by the Company of
                     market purchases of Ordinary Shares

'SEC'                the United States Securities and Exchange Commission

'Shares'             Ordinary Shares and B Shares

'Shareholders'       holders of Ordinary Shares

'Shares Schemes'     the Employee Share Option Schemes, the Employee Share
                     Incentive Plan and the Profit Sharing Schemes

'Small               Shareholders who hold their shares in certificated form and
Shareholders'        hold 300 or fewer Ordinary Shares as at 10 September 2004

'Sterling' or '£'    the legal currency of England and Wales

'Strike Price'       the price at which Cazenove will purchase Ordinary Shares
                     pursuant to the Tender Offer, which will be determined in
                     accordance with the provisions set out in Appendix 2

'Strike Price        Ordinary Shares that are tendered at the Strike Price
Tenders'             rather than at a specific numerical price in the Price
                     Range

'Tender Offer'       the invitation by Cazenove to Shareholders (other than
                     certain Overseas Shareholders) to tender Ordinary Shares on
                     the terms and subject to the conditions set out in the
                     Circular and also, in the case of certificated Ordinary
                     Shares only, the WHITE Tender Form and the BLUE Small
                     Shareholder Tender Form, as appropriate

'TFE Instruction'    a transfer from escrow instruction (as defined by the CREST
                     Manual issued by CRESTCo)

'TTE Instruction'    a transfer to escrow instruction (as defined by the CREST
                     Manual issued by CRESTCo)

'uncertificated' or  recorded on the Register as being held in uncertificated
'in uncertificated   form in CREST and title to which, by virtue of the CREST
form'                Regulations, may be transferred by means of CREST

'United Kingdom' or  the United Kingdom of Great Britain and Northern Ireland
'UK'

'United States' or   the United States of America, its territories and
'US'                 possessions, any State of the United States and other areas
                     subject to its jurisdiction and the District of Columbia

'US Shareholders'    Shareholders and ADS holders who are located in, or
                     citizens of, the US

'WHITE Tender        the WHITE tender form accompanying this document for use in
Form'                connection with the Tender Offer by Shareholders who hold
                     Ordinary Shares in certificated form who are not Small
                     Shareholders

References to time in this announcement are to London time, unless otherwise
stated.




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