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Prism Rail PLC (PIM)

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Monday 24 July, 2000

Prism Rail PLC

Offer Document Posted

Prism Rail PLC
24 July 2000




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

                                                                 24 July 2000
                                             
               NATIONAL EXPRESS GROUP PLC ('NATIONAL EXPRESS')                

                     RECOMMENDED OFFER FOR PRISM RAIL PLC                     
                             ('PRISM RAIL')                                   
                            


The Offer Document relating to National Express's recommended Offer for Prism
Rail was posted to Prism Rail Shareholders on Friday 21 July 2000.

Words defined in the Offer Document have the same meaning in this press
release.

Enquiries:
NATIONAL EXPRESS              PRISM RAIL
Phil White, Chief Executive   Giles Fearnley, Chief
William Rollason, Finance     Executive
Director                      Mark Adams,  Finance Director
Helen McCorry,                Jeremy Simon, Corporate
Communications Manager        Services Director
                              
Telephone: 020 7529 2000      Telephone: 020 7213 9650
                              
MERRILL LYNCH                 DRESDNER KLEINWORT BENSON
Mark Preston, Managing        Richard Scholes, Director
Director                      Charles Batten, Director
                              
Telephone:  020 7628 1000     Telephone:  020 7623 8000
                           
FINANCIAL DYNAMICS            GAVIN ANDERSON
Steve Jacobs                  Laurence Cook
Nicola Marsden                Luisa Winnett
                              
Telephone: 020 7831 3113      Telephone: 020 7457 2345

Merrill  Lynch  International ('Merrill Lynch'), which is  regulated  in  the
United  Kingdom  by The Securities and Futures Authority Limited,  is  acting
exclusively for National Express and no one else in connection with the Offer
and  will  not  be  responsible to anyone other  than  National  Express  for
providing  the  protections afforded to customers of  Merrill  Lynch  or  for
giving advice in relation to the Offer.

Kleinwort Benson Limited ('Dresdner Kleinwort Benson'), which is regulated in
the  United Kingdom by The Securities and Futures Authority Limited is acting
exclusively for Prism Rail and no one else in connection with the  Offer  and
will  not  be  responsible to anyone other than Prism Rail for providing  the
protections afforded to customers of Dresdner Kleinwort Benson or for  giving
advice in relation to the Offer.

The Offer will not be made, directly or indirectly, in or into, by use of the
mails  or  any  means  of  instrumentality  (including,  without  limitation,
facsimile  transmissions,  telex  or  telephone)  of  interstate  or  foreign
commerce of, or any facilities of a securities exchange of, the United States
nor  is  it  being made in or into Canada, Australia, or Japan and the  Offer
will not be capable of acceptance by any such use, means, instrumentality  or
facilities or from or within the United States, Canada, Australia  or  Japan.
Accordingly, copies of the press announcement are not being, and must not be,
mailed or otherwise distributed or sent in or into or from the United States,
Canada,  Australia  or  Japan and persons receiving  the  press  announcement
(including custodians, nominees and trustees) must not distribute or send  it
in, into or from the United States, Canada, Australia or Japan.