Conversion of Securities

British American Tobacco PLC
04 June 2004
                                                                     4 June 2004

CONVERSION OF PREFERENCE SHARES
British American Tobacco confirms that on 3 June 2004 it converted 120,867,326
convertible redeemable preference shares ('Preference Shares') held by R&R
Holdings SA ('R&R Holdings') into the same number of ordinary shares of 25p each
('Ordinary Shares') in the Company ('the Conversion'). Today, 4 June 2004, the
resulting Ordinary Shares have been registered in the names of the former
holders of 120,867,326 secured warrants ('Warrants') issued by R&R Holdings in
January 2003. The Warrants were linked to the 120,867,326 Preference Shares
received by R&R Holdings as part of the 1999 merger of British American Tobacco
and Rothmans and the terms of issue of the Preference Shares allowed them to be
converted into Ordinary Shares upon a sale by R&R Holdings to a third party. The
Warrants were exercisable into Ordinary Shares by the holders of the Warrants
before the expiry of those Warrants on 28 May 2004.

Following the Conversion, there are no longer any Preference Shares in issue. R&
R Holdings retains its interest in British American Tobacco by way of its
unchanged holding of 604,336,627 Ordinary Shares, which with reference to the
increase in the number of Ordinary Shares in the Company in issue as a result of
the Conversion, now gives R&R Holdings a notifiable interest (for the purposes
of Part VI of the Companies Act 1985) representing 27.92% of the Company's
ordinary issued share capital. R&R Holdings is the registered holder of the
number of Ordinary Shares indicated above.


Contact:

Alan Porter

Company Secretary

020 7845 1507


Press Office:

David Betteridge/Teresa La Thangue

020 7845 2888

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