Revival Acquisitions Limited
03 June 2004



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM AUSTRALIA, CANADA,
JAPAN OR THE UNITED STATES



                                                                    June 3, 2004


                       REVIVAL ACQUISITIONS LIMITED ('REVIVAL')
                POSSIBLE OFFER FOR MARKS AND SPENCER GROUP P.L.C. ('M&S')


Revival, a newly-incorporated company, has today submitted the outline terms of
a possible offer (the 'Proposal') for the entire ordinary share capital of M&S
to the board of M&S.

1.  The Proposal

Subject to the conditions set out below, Revival is prepared to make an offer
for the entire ordinary share capital of M&S of between 290 and 310 pence per
ordinary share in cash plus a 25 per cent. interest in the equity of the Revival
group in the form of a listed security.

Lord Stevenson, Chairman of HBOS plc and Pearson plc, has agreed to become a
non-executive director of Revival and to recruit the remaining independent
non-executives including an independent Chairman.

2.  Conditions precedent to a firm intention to make an offer

Any offer for M&S by Revival would only be made after the satisfaction of the
following conditions:

(i)   the offer being recommended by the board of M&S; and

(ii)  a review by Revival, its advisers and financiers of the
further information outlined below.

The conditions attaching to any formal offer by Revival would be of the type
usually attaching to a recommended cash and share offer for a UK public company.

3.  Information required

In order to confirm the Proposal, Revival will require a review of only the
following limited number of items:

(i)   confirmation that, following the recent issuance of the
£400 million bond, the M&S pension schemes are now fully funded (or, if not, by
how much and on what basis) and details of the current and future annual cash
contributions being made thereto by M&S;

(ii)  committed capital expenditure, analysed between:

a)   Simply Food;

b)   Per Una stand alone;

c)   Lifestore; and

d)   other;

(iii)    trading for the latest six-week period per M&S normal
reporting; and

(iv)    disclosure of the terms and conditions of the contractual
relationship between M&S and George Davies.

The incremental 20 pence per share cash consideration is dependent on Revival's
satisfactory review of item (iv) above.

4.  Financing

Revival has arranged committed financing of £9.0 billion in order to provide for
the cash consideration required under the Proposal and refinance M&S's existing
debt.  Philip Green and his family have committed up to £1.05 billion to the
equity funding of this Proposal.  Additional equity funding in the amount of
£450 million will be provided by HBOS, Goldman Sachs and Barclays Capital.
Barclays Capital, Goldman Sachs, Halifax, Merrill Lynch and Royal Bank of
Scotland have confirmed that debt financing in the amount of £7.5 billion is
also committed.

5.  Other matters

Revival is willing to give to the board of M&S the assurances that are customary
in an offer for a UK public company regarding the safeguarding of the existing
employment and pension rights of the employees of M&S.

This announcement is not intended to constitute and is not an offer, and Revival
does not currently have a firm intention to make such an offer.  Revival
reserves the right to waive any or all of the conditions set out in this
announcement.

There can be no certainty that any offer will ultimately be made.


Enquiries:


Revival Acquisitions Limited                  Telephone: +44 (0) 20 7339 2257
Philip Green



Finsbury                                       Telephone: +44 (0) 20 7251 3801
Rupert Younger



Goldman Sachs International is acting for Revival and for no-one else in
connection with a possible offer for M&S and will not be responsible to anyone
other than Revival for providing the protections afforded to clients of Goldman
Sachs International or for providing advice in relation to any such possible
offer.



Merrill Lynch International is acting for Revival and for no-one else in
connection with a possible offer for M&S and will not be responsible to anyone
other than Revival for providing the protections afforded to clients of Merrill
Lynch International or for providing advice in relation to any such possible
offer.


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