RAILTRACK PLC (IN RAILWAY ADMINISTRATION) ('RAILTRACK')

£135,531,000 9.125 per cent. Bonds due 2006 (common code: 006771262
ISIN: XS0067712629)

£100,679,000 9.625 per cent. Bonds due 2016 (common code: 006771297
ISIN: XS0067712975)

£300,000,000 73/8 per cent. Bonds due 2022 (common code: 8157553 ISIN:
XS0081575531)

£250,000,000 57/8 per cent. Bonds due 2028 (common code: 9309527 ISIN:
XS0093095270)

£350,000,000 5.875 per cent. Bonds due 2009 (common code: 9756728
ISIN: XS0097567282)

EUR11,500,000 Index Linked Notes due 2009 issued under the Railtrack
Euro Medium Term Note Programme (common code: 10157943 ISIN:
XS0101579430)

£400,000,000 3.5 per cent. Exchangeable Bonds due 2009 (common code:
9505369 ISIN: XS0095053699 (Regulation S Global Receipts)) (common
code: 9505423 ISIN: XS0095054234 (Rule 144A Global Receipts))

NOTICE TO HOLDERS ('BONDHOLDERS') OF THE ABOVE-LISTED BONDS AND NOTES
OF RAILTRACK

DEADLINE FOR RECEIPT BY ACCOUNT HOLDERS WITH EUROCLEAR AND
CLEARSTREAM, LUXEMBOURG OF VOTING INSTRUCTIONS FOR MEETINGS CONVENED
FOR WEDNESDAY, 7 AUGUST 2002

Bondholders are reminded that the Administrators of Railtrack have
convened meetings of Bondholders on Wednesday, 7 August 2002 at One
Bunhill Row, London EC1Y 8YY to enable Bondholders of each series of
Bonds and Notes listed above to consider the proposals outlined in the
circulars dated 16 July 2002 and addressed to them and to resolve, if
they so wish, to pass the extraordinary resolutions proposed therein.

Copies of the circulars are available from the offices of Railtrack at
Railtrack House, Euston Square, London NW1 2EE and from the offices of
Slaughter and May at One Bunhill Row, London EC1Y 8YY, in each case
between 9 a.m. and 5 p.m. on any weekday (public holidays excepted),
and on the Railtrack website at www.railtrack.co.uk.

The deadlines for receipt by Account Holders with Euroclear and
Clearstream, Luxembourg of voting instructions from Bondholders in
respect of the extraordinary resolutions to be put to the meetings
referred to above are:

Series of Bonds/Notes Deadline for receipt by Account Holders of voting instructions

£135,531,000 9.125 per cent. Bonds due 2006 1.30 p.m. (London time) Monday, 5 August

£100,679,000 9.625 per cent. Bonds due 2016 2.00 p.m. (London time) Monday, 5 August

£300,000,000 73/8 per cent. Bonds due 2022 2.30 p.m. (London time) Monday, 5 August

£250,000,000 57/8 per cent. Bonds due 2028 3.00 p.m. (London time) Monday, 5 August

£350,000,000 5.875 per cent. Bonds due 2009 3.30 p.m. (London time) Monday, 5 August

EUR11,500,000 Index Linked Notes due 2009
issued under the Railtrack Euro Medium
Term Note Programme 4.00 p.m. (London time) Monday, 5 August

£400,000,000 3.5 per cent. Exchangeable
Bonds due 2009 4.30 p.m. (London time) Monday, 5 August

UBS Warburg Ltd. is acting, on behalf of Network Rail Limited, as
consent solicitation agent in respect of the resolutions to be put to
Bondholders. Bondholders who wish to contact UBS Warburg Ltd. in such
capacity may do so by contacting:

Tim Lindley +44 20 7568 8468
Guy Cornelius +44 20 7567 4454
Colin Dimmock +44 20 7568 3570
Simon Monk +44 20 7568 8487.

*T

The substantive terms of the proposals set out in the circulars
referred to above have not been formulated by the Administrators who
express no view on whether Bondholders would be acting in Bondholders'
best interests in approving them, and nothing in this notice should be
construed as a recommendation to Bondholders from the Administrators
to vote in favour of, or against, the extraordinary resolutions
proposed. The Administrators act as agents of Railtrack and without
personal liability.

Alan Bloom

joint Special Railway Administrator of Railtrack PLC (in railway
administration) as agent of Railtrack PLC and without personal
liability 31 July 2002

Railnews Archive ::: 2002-06-31 RTK-001