Merger Document Despatched

BRITISH AMERICAN TOBACCO PLC
20 July 1999

          BRITISH AMERICAN TOBACCO - AUSTRALIA ANNOUNCEMENT

The following announcement was made in Australia today, 20th July 1999,
by British American Tobacco's subsidiaries Rothmans Holdings Limited and
W.D. & H.O. Wills Holdings Limited.

ASX ANNOUNCEMENT AND MEDIA RELEASE

ROTHMANS & WILLS DESPATCH MERGER DOCUMENTATION

Rothmans Holdings Limited (Rothmans) and W.D. & H.O. Wills Holdings
Limited (Wills) today despatched shareholder documentation in relation
to the proposal to merge their businesses as announced on 19 May 1999.
Under the proposal, Rothmans will continue as the listed merged entity
and will change its name to British American Tobacco Australasia
Limited.

The merged entity will be the largest manufacturer and marketer of
cigarettes and tobacco products in Australia, New Zealand, Papua New
Guinea and the Pacific Islands.  Key brands will include Winfield,
Benson & Hedges, Holiday, Dunhill and Rothmans.

Meetings of both companies' shareholders will be held on 18 August 1999
to consider the merger proposal.  If shareholders approve the
resolutions to be put to them, all conditions to the Wills scheme of
arrangement are satisfied or waived including the conditions precedent
to the sale to Imperial Tobacco Group PLC referred to below, and
outstanding regulatory approvals are obtained, a Court hearing is
expected to be held shortly after the shareholder meetings to approve
the Wills scheme of arrangement.  Following Court approval, the merger
is expected to be implemented in early September.

In conjunction with the merger, the new merged entity proposes to sell
to Imperial Tobacco Group PLC a portfolio of brands in Australia and New
Zealand, including the following currently sold brands:

Australia
Cigarettes                  RYO Tobacco             Cigarette Papers          
          
Horizon, Escort,            Champion, Stockman,     Tally Ho
JPS/John Player, Brandon,   Dr Pat, Log Cabin,
Peter Stuyvesant            Five Star, Flagship
                       

New Zealand
Cigarettes                  RYO Tobacco          

Horizon, Peter Jackson      Horizon, Greys, Flagship,
John Brandon,               Pocket Edition, Virginia
Peter Stuyvesant            Gold, Riverstone
                       

In addition, the existing arrangements that Rothmans and Wills have with
Imperial Tobacco in relation to the sale of Rizla in Australia and Drum,
Evergreen and Amphora in New Zealand will be terminated. In the future,
these brands will be sold by Imperial Tobacco.  Imperial Tobacco will
also acquire the rights to tobacco products Blend 11 and Rotterdam Shag.

Following advice from Rothmans' independent expert, Grant Samuel &
Associates Pty Limited, the directors of Rothmans unanimously recommend
Rothmans shareholders vote in favour of the merger.

Following advice from Wills' independent expert, KPMG Corporate Finance
(Aust) Pty Ltd, the independent directors of Wills unanimously recommend
Wills shareholders vote in favour of the merger.

For further information, please contact the following representatives:

Rothmans and Wills shareholder enquiries:

Gary Krelle / John Kingsley  Stuart Watterton
Rothmans Holdings Ltd        W.D. & H.O. Wills Holdings Ltd
Ph: [phone]           Ph:  [phone]

Media Enquiries:

Michael Sharp                Stuart Silver
Gavin Anderson & Kortlang    W.D. & H.O. Wills Holdings Ltd
Ph: [phone]           Ph:  [phone]