Offer Update

British Airways PLC
9 May 2001


9 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, a wholly-owned subsidiary of British Airways, announces that, by
3.00 pm on 8 May 2001, valid acceptances of the Offer had been received in
respect of a total of 58,485,336 British Regional Air Lines Group Shares,
representing approximately 90.44 per cent. of the total issued share capital
of British Regional Air Lines Group.  Accordingly, the Offer is now
unconditional as to acceptances.

The Offer will remain open for acceptances until further notice.

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. Contrary to the disclosure made in earlier
announcements relating to the Offer, the Honourable Raymond G.H. Seitz, a
director of British Airways, does not hold any shares in British Regional Air
Lines Group.

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.