Compulsory Acqn of Shares

British Airways PLC
16 May 2001


16 May 2001


     This announcement is not for release, publication or distribution in
            or into the United States, Canada, Australia or Japan

                            Recommended Cash Offer

                                      by

                                Ernst & Young

    on behalf of The Plimsoll Line Limited (the 'Offeror'), a wholly-owned
                                subsidiary of

                             British Airways Plc

         to acquire the whole of the issued ordinary share capital of

              British Regional Air Lines Group plc (the 'Offer')

The Offeror announces that, having received valid acceptances of the Offer in
respect of over 90 per cent. of the British Regional Air Lines Group Shares to
which the Offer relates, it is today posting notices to those British Regional
Air Lines Group Shareholders who have not yet accepted the Offer informing
them that it will compulsorily acquire their British Regional Air Lines Group
Shares by applying sections 428 to 430F of the Companies Act 1985.

The Offeror intends, following the implementation of the compulsory
acquisition procedures referred to above, to apply for the removal of the
British Regional Air Lines Group Shares from the Official List of the United
Kingdom Listing Authority and for the cancellation of trading in British
Regional Air Lines Group Shares on the London Stock Exchange's market for
listed securities to take effect on or after 11 June 2001.

Terms defined in the Offer Document dated 28 March 2001 have the same meanings
in this announcement unless the context requires otherwise.

Enquiries:
British Airways    British Airways Press Office        Tel: [phone]
                   Investor Relations                  Tel: [phone]
Ernst & Young      Paul Smith                          Tel: [phone]
                   Andrew Grace                        Tel: [phone]

Ernst & Young , which is authorised to carry on investment business by the
Institute of Chartered Accountants in England and Wales, is acting for British
Airways and The Plimsoll Line Limited, a wholly-owned subsidiary of British
Airways, and no one else in connection with the Offer and will not be
responsible to anyone other than British Airways and The Plimsoll Line Limited
for providing the protections afforded to clients of Ernst & Young, nor for
providing advice in relation to the Offer.

The Offer is not being made, directly or indirectly, in or into, or by use of
the mails or any other means of instrumentality (including, without
limitation, facsimile transmissions, telex, e-mail or telephone) of interstate
or foreign commerce of, or of any facilities of a national securities exchange
of, the United States, Canada, Australia or Japan and will not be capable of
acceptance by any such use, means, instrumentality or facilities, of from
within the United States, Canada, Australia or Japan.