Statement by Mr Philip Green

Marks & Spencer PLC
7 February 2000


Marks & Spencer plc

Statement by Mr. Philip Green

Mr. Green has noted the recent press comment regarding Marks & Spencer
plc (M&S) and in particular his and his wife's interests in its share
capital.  Mr. Green wishes to clarify the facts.

At an early state in Mr. Green's evaluation of a possible offer for M&S,
consideration was given to the possibility of acquiring a stake in M&S.
Mr. Green's financial advisers, Donaldson, Lufkin & Jenrette, together
with his lawyers, Titmuss Sainer Dechert and Allen & Overy were closely
involved in the matter. Legal advice was obtained to confirm that
purchases of shares in M&S by Mrs. Green would not amount to insider
dealing and the Takeover Panel was also consulted.

In the light of the relevant legal advice and having regard to the
Takeover Code implications of the proposals presented to the Panel, Mrs.
Green purchased shares in M&S on 7, 8 and 9 December 1999. Mr. and Mrs.
Green were obviously at all times aware that Mrs. Green would be acting
in concert with her husband for the purposes of the Takeover Code, that
her dealings would have to be disclosed in any announcement of a bid as
well as the formal offer document and that any profit arising from her
holding would have to be transferred to any entity which eventually made
a bid for M&S.

M&S recently served a notice on Mr. Green under section 212 of the
Companies Act 1985. The purpose of such a notice was to require him to
disclose his interests (including those of his wife) and anyone else with
whom they may have had a particular type of arrangement (a section 204
agreement) in M&S. Mr. Green replied to the request promptly after it had
been received. He, personally, holds no shares in the company and he
said so in his reply. His reply gave full details of his wife's holdings
of shares. There were no other share interests which were relevant for
the purposes of the section 212 notice and this fact was also made clear.
Clarification of these matters is being given today to Marks & Spencer.

Mr. and Mrs. Green have behaved entirely properly throughout this matter,
complying with all the relevant laws and regulations. Mr. Green is
therefore surprised that copies of his response to the section 212 notice
should have been provided to selected newspapers in what appears to be
part of an unjustifiable campaign to discredit him.