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Prism Rail PLC (PIM)

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Friday 22 September, 2000

Prism Rail PLC

Compulsory Acquisition

Prism Rail PLC
22 September 2000


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

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


On  19  September 2000 the board of National Express announced that the Offer
had  been  declared unconditional in all respects.  The board also  announced
that  National  Express was now entitled to exercise its rights  pursuant  to
sections  428  to  430F  of the Companies Act 1985  (the  'Act')  to  acquire
compulsorily  all  of the outstanding Prism Rail Shares in respect  of  which
valid acceptances have not been received.

Accordingly,  National Express is today posting formal notices under  section
429  of  the  Act to Prism Rail Shareholders who have not yet  accepted  the
Offer.

National  Express  will procure that Prism Rail applies  to  the  UK  Listing
Authority for Prism Rail Shares to be delisted and for trading in Prism  Rail
Shares  on  the  London  Stock  Exchange to cease.  It  is  anticipated  that
cancellation of Prism Rail's listing on the Official List of the  UK  Listing
Authority will, with the consent of the UK Listing Authority, take effect  on
or  after  Friday 20 October 2000, being at least 20 business days after  the
posting of formal notices under section 429 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.