Exeter Cathedral has been turned down for a bid from the Heritage Lottery Fund which would have seen the Roman baths under the cathedral being opened up.
The plans included an underground centre and a shop and cafe which would have been above ground.
The cathedral had asked for almost 9-million pounds towards the 12-million pound project.
The Dean of the cathedral, the Very Reverend Jonathan Draper, says there was concern that the scheme might detract from the maintenance of the Cathedral itself - and they're working to find ways it can still be taken forward.
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