RNS Number:5900A
Morgan Stanley Securities Ld(EMM)
07 July 2004

                                                             FORM 38.5 (SUMMARY)

Lodge with Company Announcements Office and the Panel. Use a separate form for
each class of securities in which dealings have been made.



CONNECTED EXEMPT MARKET-MAKERS:
DISCLOSURE UNDER RULE 38.5 OF THE CITY CODE ON TAKEOVERS AND MERGERS


Name of EMM: Morgan Stanley Securities Limited.........

Date of disclosure: 7 July 2004..........................

Contact name: George Sobek..........................

Telephone number: 020 7677 2488...........................

Please see attached disclosure of dealings under Rule 38.5 in the securities
of the following companies:

Marks and Spencer Group Plc

Celltech Plc

If the attached Rule 38.5 disclosure is to amend a previous disclosure, please
state which element(s) of previous disclosure was incorrect:

........................................................................

........................................................................

In the case of option business or dealings in derivatives full details should
be given on a separate sheet so that the nature of the dealings can be fully
understood. For options this include the number of securities under option,
the exercise period (or in the case of exercise, the exercise date),
the exercise price and any option money paid or received. For derivative
this should include, at least, the number of reference securities to which
they relate (when relevant), the maturity date (or if applicable the closing
out date) and the reference price.

For full details of the disclosure requirements see Rules 8 and 38 of the Code.
If in doubt contact the Monitoring Section of the Panel, Tel. No: 020 7638 0129




FORM 38.5

CONNECTED EXEMPT MARKET-MAKERS:
DISCLOSURE UNDER RULE 38.5 OF THE CITY CODE ON TAKEOVERS AND MERGERS


Dealing in: Marks And Spencer Group Plc.......................(name of company)

Class of security: Ordinary Shares..................................

Date of disclosure: 7 July 2004................................

Date of dealing: 6 July 2004....................................

Name of EMM: Morgan Stanley Securities Limited......................

Name of offeree/offeror with whom connected: Marks and Spencer Group Plc


Total number of securities bought: 1,523,006............

Highest price paid*: #3.59

Lowest price paid*:  #3.57


Total number of securities sold: 225,731............

Highest price received*: #3.63

Lowest price received*:  #3.62




Dealing in: Marks And Spencer Group Plc.......................

Class of security: Hedging against Contract for Difference' (CFD).........

Date of disclosure:  7 July 2004..................

Date of dealing: 6 July 2004....................................

Name of EMM: Morgan Stanley Securities Limited......................

Name of offeree/offeror with whom connected:  Marks And Spencer Group Plc


Product type long Contract for Difference (CFD)

Maturity Date: 5 July 2006

Writing of CFD

Number of Ordinary Shares to which the CFD is referenced: 15,064

CFD reference price*: # 3.59...............


Product type short Contract for Difference (CFD)

Maturity Date: 13 February 2006

Writing of CFD

Number of Ordinary Shares to which the CFD is referenced: 48,000

CFD reference price*: # 3.58...............


Product type long Contract for Difference (CFD)

Maturity Date: 11 April 2005

Closing of CFD

Number of Ordinary Shares to which the CFD is referenced: 84,919

CFD closing price*: # 3.59...............


Product type long Contract for Difference (CFD)

Maturity Date: 1 July 2005

Writing of CFD

Number of Ordinary Shares to which the CFD is referenced: 1,457,942

CFD reference price*: # 3.59...............


Product type long Contract for Difference (CFD)

Maturity Date: 5 December 2005

Writing of CFD

Number of Ordinary Shares to which the CFD is referenced: 50,000

CFD reference price*: # 3.59...............


ETF Trade

Number of shares sold: 92,812

Price paid: #3.59





Dealing in: Celltech Group Plc.......................(name of company)

Class of security: Ordinary Shares..................................

Date of disclosure: 7 July 2004................................

Date of dealing: 6 July 2004....................................

Name of EMM: Morgan Stanley Securities Limited......................

Name of offeree/offeror with whom connected: Celltech Group Plc (Offeree).....


Total number of securities bought: 0............

Highest price paid*: # 0

Lowest price paid*:  # 0


Total number of securities sold: 12,672............

Highest price received*: # 5.50..........

Lowest price received*:  # 5.50............


Product type long Contract for Difference (CFD)

Maturity Date: 5 July 2006

Closing of CFD

Number of Ordinary Shares to which the CFD is referenced: 50,000

CFD closing price*: # 5.50...............




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