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Prism Rail PLC (PIM)

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Monday 21 August, 2000

Prism Rail PLC

Unconditional Offer for Prism

Prism Rail PLC
21 August 2000

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


                                                               21 August 2000
                                             
 
               NATIONAL EXPRESS GROUP PLC ('NATIONAL EXPRESS')                
             RECOMMENDED OFFER FOR PRISM RAIL PLC ('PRISM RAIL')              
                    OFFER UNCONDITIONAL AS TO ACCEPTANCES                     


National  Express  announces that, as at 3.00pm on 18 August 2000, valid
acceptances of the Offer which are complete in all respects had been received
in respect of 23,500,772 Prism Rail Shares (representing approximately 90.8
per cent. of the issued share capital of Prism Rail). The Offer is therefore
unconditional as to acceptances.

The Offer remains conditional upon, inter alia, clearance from the Director
General of Fair Trading and the sSRA and the admission of the New National
Express Shares to the Official List of the UK Listing Authority.

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 will remain open for acceptance
until further notice. Prism Rail Shareholders who wish to accept the Offer
but have not already so done should return their completed Form of Acceptance.

On 26 July 2000, the Merger Notice under Section 75A of the Fair Trading Act
1973 (the 'Act') was submitted to the Director General of Fair Trading.  In
accordance  with  Section 75B(3) of the Act, the period for consideration of
this Notice has been extended by a further period of 15 working days and will
therefore now expire on 13 September 2000.

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.