Marks and Spencer Group plc announces the result of the Tender Offer which closed on 22 October 2004 following shareholder approval at an Extraordinary General Meeting of the Company held on that day.

The strike price for the Tender Offer is 362 pence per ordinary share. All valid tenders submitted at prices below 362 pence as well as valid tenders submitted as Strike Price Tenders will be accepted in full. Valid tenders submitted at 362 pence will be scaled back pro rata so that 43.4387 per cent of such ordinary shares will be repurchased, rounded down to the nearest share. Tenders at prices above 362 pence will be rejected. Approximately 635.36 million ordinary shares are therefore being repurchased for cancellation at a price of 362 pence per share and a total cost of £2.3 billion. Approximately 27.9 per cent of the issued share capital is being cancelled.

Following completion of the Tender Offer and the cancellation of those shares which have been repurchased, the number of ordinary shares in issue will be approximately 1.645 billion.

The consideration for the Tender Offer will be sent to those shareholders who successfully tendered shares by 28 October 2004.

Paul Myners, Chairman of Marks & Spencer, said:
"We are pleased that the Tender Offer has been completed successfully."

Enquiries:

Marks and Spencer Group plc
Investor Relations:
Amanda Mellor +44 (0) 20 8718 3604
Damian Evans +44 (0) 20 8718 1563
Press Office: +44 (0) 20 8718 1919

Cazenove & Co. Ltd +44 (0) 20 7588 2828
Duncan Hunter
Richard Wintour
Emma John
Jonathan Wilcox

Notes to Editors:

1. It is expected that cheques for Tender Offer proceeds in respect of sold certificated Ordinary Shares will be despatched and CREST accounts for revised holdings of Ordinary Shares will be credited on 28 October 2004.
2. Under Section 198 of the Companies Act 1985, major shareholders have to advise the Company of a significant change in their shareholding within 2 days of having knowledge of the change. The Company must notify a Regulatory Information Service of such a change by the end of the business day following receipt of the information by the Company.
3. Full details of the tender offer to purchase ordinary shares (including ordinary shares represented by American Depositary Shares) up to a maximum value of £2.3 billion, were set out in the circular to shareholders dated 21 September 2004.

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