Offer Document Posted

BAE SYSTEMS PLC
01 July 2004

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

                                                                     1 July 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

                           POSTING OF OFFER DOCUMENT

BAE SYSTEMS plc ('BAE Systems') announces that the offer document in relation to
the recommended cash offer for the entire issued and to be issued share capital
of Alvis plc ('Alvis'), made by Goldman Sachs International on behalf of BAE
Systems outside the United States, and made by BAE Systems in the United States,
which was announced on 3 June 2004 (the 'Offer'), has been posted to Alvis
shareholders today, together with the form of acceptance.

Forms of acceptance should be completed, signed and returned in accordance with
the instructions set out in the offer document and in the form of acceptance, so
as to be received as soon as possible, and in any event, not later than 3.00
p.m. (London time) on 2 August 2004.  If Alvis Shares are held in CREST,
acceptance should be made electronically so that the TTE instruction settles as
soon as possible, and in any event, not later than 3.00 p.m. (London time) on 2
August 2004.

Copies of the offer document and the form of acceptance are available for
collection (during normal business hours) from Lloyds TSB Registrars at Princess
House, 1 Suffolk Lane, London, EC4R OAX.

Enquiries

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

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

Alvis
Nicholas Prest     Tel:  [phone]
Martin Greenslade

Lazard (Financial adviser to Alvis)
William Rucker      Tel:  [phone]

Terms defined in the offer document have the same meaning in this announcement.

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 connection with the
Offer.

Lazard is acting for Alvis in connection with the Offer and no one else and will
not be responsible to anyone other than Alvis for providing the protections
afforded to clients of Lazard nor for providing advice in relation to the Offer,
the contents of this announcement or any transaction or arrangement referred to
herein.

Hoare Govett is acting as broker for Alvis and no one else in connection with
the Offer and will not be responsible to anyone other than Alvis for providing
the protections afforded to clients of Hoare Govett nor for providing advice in
connection with the Offer, the contents of this announcement or any other
transaction or arrangement referred to herein.

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

The Offer will be made for the securities of a non-US company.  The Offer will
be 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 will be
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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