Offer Update

BAE SYSTEMS PLC
16 August 2004


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


                                                                  16 August 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

                  level of acceptances and extension of Offer


On 3 June 2004, the boards of BAE SYSTEMS plc ('BAE Systems') and Alvis plc ('
Alvis') announced the terms of a recommended cash offer for the entire issued
and to be issued share capital of Alvis, to be made by Goldman Sachs
International on behalf of BAE Systems outside the United States, and by BAE
Systems in the United States (the 'Offer').  BAE Systems posted the offer
document in relation to the Offer on 1 July 2004.

The board of BAE Systems announces that as at 3.00 p.m. (London time) on 16
August 2004, the second closing date of the Offer, BAE Systems had received
valid acceptances of the Offer in respect of a total of 50,440,860 Alvis Shares,
representing approximately 45.4 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 has not acquired any further Alvis Shares during
the Offer Period.

Accordingly, BAE Systems now owns or controls, or has received valid acceptances
of the Offer in respect of, a total of 82,323,394 Alvis Shares, representing
approximately 74.1 per cent. of the issued share capital of Alvis.  In addition,
BAE Systems also holds irrevocable undertakings to accept the Offer in respect
of 10,298,861 Alvis Shares, representing approximately 9.3 per cent. of the
issued share capital of Alvis.

The board of BAE Systems announces that the Offer, including the Loan Note
Alternative, has been extended and will remain open for acceptance for a further
14 days until 3.00 p.m. (London time) on 30 August 2004.

On 10 August 2004 the European Commission unconditionally approved BAE Systems'
acquisition of Alvis.  On 12 August 2004 the South African authority approved
BAE Systems' acquisition of Alvis.  In Switzerland, a filing was made on 26 July
2004.  The initial period for review by the Swiss competition authority will
expire on or before 27 August 2004.

Forms of Acceptance not yet returned should be completed 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, by not
later than 3.00 p.m. (London time) on 30 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 30 August 2004.  Any further extensions of the Offer will be publicly
announced by 8.00 a.m. (London time) on the business day following the day on
which the Offer was otherwise due to expire.

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 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 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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