BRAL Offer Update

British Airways PLC
10 May 2001

10 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')

All conditions to the Offer having been satisfied or waived, the Offeror, a
wholly-owned subsidiary of British Airways, announces that the Offer has been
declared wholly unconditional and will remain open for acceptances until
further notice. British Regional Air Lines Group Shareholders who have not yet
accepted the Offer and wish to do so should complete and despatch their Form
of Acceptance as soon as possible.

By 3.00pm on 9 May 2001, valid acceptances of the Offer had been received in
respect of a total of 58,497,684 British Regional Air Lines Group Shares,
representing approximately 90.46 per cent. of the total issued share capital
of British Regional Air Lines Group.

Having received valid acceptances of the Offer in respect of over 90 per cent.
in value of the British Regional Air Lines Group Shares to which the Offer
relates, the Offeror intends to give notice 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.

As stated in the Offer Document dated 28 March 2001, the Offeror also intends
to procure the making of an application by British Regional Air Lines Group
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 with effect from 11 June 2001.

Immediately prior to the announcement of the Offer on 8 March 2001, the
Offeror held irrevocable undertakings in respect of a total of 34,496,146
British Regional Air Lines Group Shares, representing approximately 53.3 per
cent. of the total issued share capital of British Regional Air Lines Group,
for which valid acceptances have been received.

Save as disclosed above neither the Offeror nor British Airways nor any
persons deemed to be acting in concert with the Offeror or British Airways
held any British Regional Air Lines Group Shares (or any rights over such
shares) immediately prior to the commencement of the Offer Period, nor has any
such person acquired or agreed to acquire any British Regional Air Lines Group
Shares (or rights over such shares) since the commencement of the Offer Period
and no acceptances have been received from persons acting in concert with the
Offeror or British Airways.

The consideration due under the Offer will be posted to accepting shareholders
no later than 24 May 2001 or within 14 days of receipt of acceptances of the
Offer which are complete in all respects if received after 10 May 2001.

Terms defined in the Offer Document dated 28 March 2001 have the same meanings
when used herein 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 transmission, 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, or from
within the United States, Canada, Australia or Japan.