Notice of M&SFS Notes Meeting

RNS Number:5757G 
HSBC Bank PLC
17 December 2004

                     MARKS AND SPENCER FINANCIAL SERVICES p.l.c.

                                 (the "Issuer")

                                     NOTICE

           to the holders (the "Noteholders") of the following Notes:

JPY 3,000,000,000 0.10% Notes due 2005                     USD 35,000,000 Floating Rate Notes due 2005

(ISIN: XS0184228756) Series 120                            (ISIN: XS0184814480) Series 122

JPY 1,500,000,000 Floating Rate Notes due 2005             GBP 20,000,000 Floating Rate Notes due 2005

(ISIN: XS0175197515) Series 114                            (ISIN: XS0169123790) Series 102

EUR 50,000,000 Floating Rate Notes due 2005                EUR 55,000,000 Floating Rate Notes due 2005

(ISIN: XS0181989913) Series 117                            (ISIN: XS0170127624) Series 104

GBP 25,000,000 Floating Rate Notes due 2005                GBP 15,600,000 Floating Rate Notes due 2005

(ISIN: XS0170894983) Series 105                            (ISIN: XS0171594962) Series 108

GBP 30,000,000 Floating Rate Notes due 2005                GBP 50,000,000 Floating Rate Notes due 2005

(ISIN: XS0172371527) Series 110                            (ISIN: XS0173125450) Series 111

EUR 20,000,000 Floating Rate Notes due 2005                EUR 30,000,000 Floating Rate Notes due 2006

(ISIN: XS0174065150) Series 113                            (ISIN: XS0183999035) Series 118

GBP 10,000,000 Floating Rate Notes due 2006                HKD 124,000,000 Floating Rate Notes due 2006

(ISIN: XS0170855810) Series 106                            (ISIN: XS0167853851) Series 99

EUR 12,500,000 Floating Rate Notes due 2006                GBP 10,000,000 Floating Rate Notes due 2006

(ISIN: XS0168170404) Series 100                            (ISIN: XS0165607747) Series 98

EUR 85,000,000 Floating Rate Notes due 2007                GBP 10,000,000 Floating Rate Notes due 2009

(ISIN: XS0184768785) Series 121                            (ISIN: XS0184033586) Series 119

GBP 14,000,000 Floating Rate Notes due 2009

(ISIN: XS0184854783) Series 123


issued by the Issuer and guaranteed by Marks and Spencer p.l.c. (the
"Guarantor") (together, the "M&SFS Notes").

NOTICE IS HEREBY GIVEN to the Noteholders that, at the meeting of Noteholders
convened by the notice published on 25 November 2004 and held on 17 December
2004, the Extraordinary Resolution set out in such notice was duly passed.
Accordingly, the cancellation of M&SFS Notes and issuance of the corresponding
series of Notes by HSBC Bank plc referred to in the Extraordinary Resolution
have been effected with effect on and from 22 December 2004.

                ISSUING AND PAYING AGENT                                        PAYING AGENT

                 Deutsche Bank AG London                                 Deutsche Bank Luxembourg SA

                    Winchester House                                     2 Boulevard Konrad Adenaeur

                1 Great Winchester Street                                     L-1115 Luxembourg

                     London EC2N 2DB


This notice is given on behalf of the Issuer


Dated 17 December 2004.



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