Public Exchange Offer

British Aerospace PLC
10 April 2000



NOTICE 
to the holders of those of the 
£685,960,000 3.75 PER CENT. SENIOR UNSECURED EXCHANGEABLE BONDS DUE 2006 of 
BRITISH AEROSPACE PUBLIC LIMITED COMPANY
presently outstanding (the 'Exchangeable Bonds')
of an ADJUSTMENT TO THE EXCHANGE PROPERTY

British Aerospace Public Limited Company ('BAE SYSTEMS') announces that it has
accepted the public exchange offer made by Vodafone AirTouch Plc ('Vodafone')
for shares in Mannesmann AG ('Mannesmann') which closed on 27th March, 2000 in
respect of 4,896,103 Mannesmann shares.  On 10th April, 2000 BAE SYSTEMS
(Investments) Limited ('BAe') entered into an agreement with Vodafone pursuant
to which BAe has an option to sell to Vodafone some or all of its indirect
holding of shares in Mannesmann. The consideration for the sale of Mannesmann
shares pursuant to the agreement with Vodafone is the same as the basic terms
of Vodafone's offer for Mannesmann of 58.9646 Vodafone shares for each
Mannesmann share. 

As at the date of this notice, Exchange Rights have been exercised in respect
of £9,280,000 in principal amount of Exchangeable Bonds. Of these Exchangeable
Bonds, £20,000 in principal amount have been exchanged under the terms of the
Exchangeable Bonds for a pro rata share of the Exchange Property.  In respect
of £9,260,000 in principal amount of Exchangeable Bonds, BAE SYSTEMS has
exercised its right under Condition 6(b) to purchase such Exchangeable Bonds
at a purchase price equal to the Cash Value of the pro rata share of the
Exchange Property.  Accordingly, the aggregate principal amount of
Exchangeable Bonds presently outstanding is £676,680,000.

BAE SYSTEMS determined on 10th April, 2000, in accordance with the provisions
of Condition 7(h) of the Exchangeable Bonds, that an adjustment should be made
to the Exchange Rights under the terms of the Exchangeable Bonds to reflect
the proposed sale of Mannesmann shares to Vodafone pursuant to the
arrangements described above. In accordance with Condition 7(h) of the
Exchangeable Bonds, an independent investment bank of international repute
selected by BAE SYSTEMS and approved in writing by The Law Debenture Trust
Corporation p.l.c., as trustee for the holders of the Exchangeable Bonds, has
determined in good faith, acting as an expert, that the adjustment referred to
below to the Exchange Rights is fair and reasonable.  

With immediate effect the Exchange Property has been adjusted so that it
comprises 477,195,908 Vodafone shares.

The Exchange Property per Exchangeable Bond is accordingly 7,052,017 Vodafone
shares.

                     
Issued by British Aerospace Public Limited Company