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Prism Rail PLC (PIM)

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Monday 14 August, 2000

Prism Rail PLC

Offer Extended

Prism Rail PLC
14 August 2000


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


                                                               14 August 2000
                                             
                                             
               NATIONAL EXPRESS GROUP PLC ('NATIONAL EXPRESS')                
             RECOMMENDED OFFER FOR PRISM RAIL PLC ('PRISM RAIL')              


On  18 July 2000 and, as set out formally in the Offer Document dated 21 July
2000, it was announced that the boards of National Express and Prism Rail had
reached  agreement on the terms of a recommended offer, to be made by Merrill
Lynch  on behalf of National Express, for the entire issued and to be  issued
share capital of Prism Rail.

National  Express announces that as at 3.00pm on 11 August  2000,  the  first
closing  date of the Offer, valid acceptances of the Offer which are complete
in  all respects had been received in respect of 22,889,291 Prism Rail Shares
(representing  approximately 88.4 per cent. of the issued  share  capital  of
Prism Rail).

The  directors  and  Other Founder Shareholders of Prism  Rail  (and  certain
connected  persons and related trusts) irrevocably undertook  to  accept  the
Offer  in  respect of 5,671,112 Prism Rail Shares representing  approximately
21.9 per cent. of the issued share capital of Prism Rail.

In addition, UBS Asset Management Limited, Aberforth Partners and Aberforth
Unit Trust Managers Ltd. irrevocably undertook to accept the Offer in respect
of  3,244,187 Prism Rail Shares representing approximately 12.5 per cent.  of
the issued share capital of Prism Rail.

These acceptances are included in the acceptances referred to above.

Save  as set out above neither National Express, nor any of the directors  of
National Express, nor so far as National Express is aware any party acting in
concert  with  National Express, owned any Prism Rail Shares or  rights  over
Prism  Rail Shares prior to the Offer Period nor have they acquired or agreed
to  acquire any Prism Rail Shares or rights over Prism Rail Shares during the
Offer Period, other than by way of acceptances of the Offer.

The  Offer  and the Mix and Match Election have been extended to 3.00  pm  on
Tuesday  29  August  2000. The Mix and Match Election may be  closed  without
further  notice  on  that date.  Prism Rail Shareholders  who  have  not  yet
accepted the Offer are urged to do so without delay.

As  announced  on 26 July 2000, the period for considering the Merger  Notice
given under Section 75A of the Fair Trading Act 1973 (the 'Act'), will expire
on  22 August unless extended by the Director General under Section 75B(3) of
the Act.

Terms  defined  in  the Offer Document have the same meaning  in  this  press
release unless the context requires otherwise.

Enquiries:
NATIONAL EXPRESS
William Rollason, Finance
Director
Helen McCorry,
Communications Manager

Telephone: 020 7529 2000

MERRILL LYNCH
Mark Preston, Managing
Director


Telephone:  020 7628 1000

FINANCIAL DYNAMICS
Steve Jacobs
Nicola Marsden

Telephone: 020 7831 3113



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.

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.