Compulsory Acqn of Shares

BAE SYSTEMS PLC
04 November 2004


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


                                     4 November 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

        COMPLETION OF COMPULSORY ACQUISITION OF OUTSTANDING ALVIS SHARES

BAE SYSTEMS plc has completed the statutory procedures to acquire all the
outstanding shares in Alvis plc, which is now its wholly-owned subsidiary.

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.

END

                      This information is provided by RNS
            The company news service from the London Stock Exchange