Compulsory Acqn of Shares

BAE SYSTEMS PLC
14 September 2004


 Not for release, publication or distribution, in whole or in part, in, into or
                        from Canada, Australia or Japan


                                  14 September 2004


RECOMMENDED CASH OFFER FOR ALVIS PLC BY GOLDMAN SACHS INTERNATIONAL ON BEHALF OF
                 BAE SYSTEMS PLC AND (IN THE UNITED STATES) BY
                                BAE SYSTEMS PLC


               COMPULSORY ACQUISITION OF OUTSTANDING ALVIS SHARES


On 17 August 2004, BAE SYSTEMS plc ('BAE Systems') announced that the
recommended Offer made by BAE Systems for the existing issued and to be issued
share capital of Alvis plc ('Alvis') had been declared unconditional in all
respects.  The board of BAE Systems now announces that at 3.00 p.m. (London
time) on 14 September 2004, BAE Systems had received valid acceptances of the
Offer in respect of a total of 75,828,410 Alvis Shares, representing
approximately 68.3 per cent. of the issued ordinary share capital of Alvis.

Prior to the commencement of the Offer Period, BAE Systems owned 31,882,534
Alvis Shares, representing approximately 28.7 per cent. of the issued share
capital of Alvis.  BAE Systems did not acquire any further Alvis Shares during
the Offer Period.  Accordingly, BAE Systems now owns or controls, or has
received acceptances of the Offer in respect of a total of 107,710,944 Alvis
Shares, representing approximately 97.0 per cent. of the issued ordinary share
capital of Alvis.

As valid acceptances of the Offer have been received in respect of more than
nine-tenths in value of Alvis Shares to which the Offer relates, BAE Systems is
entitled to exercise its rights pursuant to sections 428 to 430F of the
Companies Act 1985 (the 'Act') to compulsorily acquire all of the outstanding
Alvis Shares in respect of which valid acceptances have not been received.
Accordingly, compulsory acquisition notices pursuant to section 429 of the Act
in exercise of such rights have today been despatched to the holders of Alvis
Shares who have not yet accepted the Offer.  The transfer of the compulsorily
acquired Alvis Shares is expected to take place on 26 October 2004.

The Offer will remain open for acceptance until further notice.  Alvis
Shareholders who have not already done so are urged to accept the Offer as soon
as possible rather than wait for their Alvis Shares to be compulsorily acquired
by BAE Systems.  Settlement of the consideration due to Alvis Shareholders who
accept the Offer will be despatched within fourteen days of receipt of their
valid acceptance of the Offer.

The Offer remains subject to the terms and conditions set out in the Offer
Document dated 1 July 2004.

Words and expressions defined in the Offer Document shall have the same meaning
when used in this announcement.

Enquiries

BAE Systems
Andy Wrathall (Investor relations)                 Tel:       [phone]
Richard Coltart (Press relations)                  Tel:       [phone]

Goldman Sachs International
(Financial adviser to BAE Systems)                 Tel:       [phone]
Simon Dingemans

Goldman Sachs International is acting as financial adviser to BAE Systems in
connection with the Offer and no one else and will not be responsible to anyone
other than BAE Systems for providing the protections afforded to customers of
Goldman Sachs International nor for providing advice in relation to the Offer.

Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated by the
Financial Services Authority, is acting as broker to BAE Systems in connection
with the Offer and no one else and will not be responsible to anyone other than
BAE Systems for providing the protections afforded to customers of Dresdner
Kleinwort Wasserstein Limited nor for providing advice in relation to the Offer.

This announcement does not constitute an offer to sell or the solicitation of an
offer to purchase or subscribe for any securities.

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.

The Offer is not being made, and will not be made, directly or indirectly, in or
into Canada, Australia or Japan and will not be capable of acceptance from
Canada, Australia or Japan.  Accordingly copies of the offer document and form
of acceptance and any documents relating to the Offer are not being, and should
not be, mailed or otherwise forwarded, distributed or sent in, into or from
Canada, Australia or Japan.  Persons receiving such documents (including without
limitation, nominees, trustees and custodians) should observe those restrictions
and should not mail or otherwise forward, distribute or send such documents in,
into or from Canada, Australia or Japan.  Doing so may invalidate any related
purported acceptance of the Offer.

The Offer is open to the US shareholders of Alvis.  The Offer in the United
States is being made directly by BAE Systems and not by Goldman Sachs
International.

The Offer is being made for the securities of a non-US company.  The Offer is
being made in accordance with the requirements of the Code and will be subject
to disclosure and procedural requirements that are different from those under
United States law.  Financial statements included in the offer document are
prepared in accordance with non-US accounting standards that may not be
comparable to those used to prepare the financial statements of US companies.

END


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