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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
British Airways plc
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------
(Title of Class of Securities)
110419306**
- --------------
(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement.[ ]
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "1934 Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
**The CUSIP number provided is assigned to the American Depository
Shares representing the shares of common stock of the Issuer. The
positions reported herein by the Reporting Persons are held in the
form of ordinary shares of common stock, 3000 shares of which are held
through American Depository Receipts.
<PAGE>
Page 2 of 7 Pages
CUSIP NO. 110419306 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mercury Asset Management Group Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
England
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
45,208,094
7. SOLE DISPOSITIVE POWER
45,208,094
8. SHARED DISPOSITIVE POWER
NONE
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,208,094 (ownership disclaimed pursuant to Section 13d-4 of the 1934
Act)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.2%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 3 of 7 Pages
CUSIP NO. 110419306 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mercury Asset Management Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
England
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
45,208,094
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
45,208,094
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,208,094
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.2%
12. TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 4 of 7 Pages
SCHEDULE 13G
ITEM 1 (a) Name of Issuer:
--------------
British Airways plc (the "Company")
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
Speedway House
Heathrow Airport, London
Hounslow TWB2JA
United Kingdom
ITEM 2 (a) Name of Persons Filing:
---------------------
Mercury Asset Management Group Ltd.
Mercury Asset Management Ltd.
ITEM 2 (b) Address of Principal Business Office or, if none,
Residence:
-----------------------------------------------------------
33 King William Street
London EC4R9AS
England
ITEM 2 (c) Citizenship:
-----------
See Item 4 of Cover Pages
ITEM 2 (d) Title of Class of Securities:
----------------------------
Common Stock
ITEM 2 (e) CUSIP NUMBER:
See Cover Page
<PAGE>
Page 5 of 7 Pages
ITEM 3
Mercury Asset Management Group Ltd. is a parent holding company in
accordance with section 240.13d-1(b)(ii)(G). Mercury Asset Management
Ltd. is a wholly owned subsidiary of Mercury Asset Management Group
Ltd. and is a corporation primarily engaged in the business of managing
portfolio investments for its investment clients.
ITEM 4 Ownership
---------
(a) Amount Beneficially Owned:
See Item 9 of Cover Pages.
(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote:
See Item 6 of the Cover Pages
(iii) sole power to dispose of or to direct the disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose of or direct the disposition of:
See Item 8 of Cover Pages
ITEM 5 Ownership of Five Percent or Less of a Class.
--------------------------------------------
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following:
[X].
<PAGE>
Page 6 of 7 Pages
ITEM 6 Ownership of More than Five Percent on Behalf of Another
Person.
---------------------------------------------------------------
Not applicable
ITEM 7 Identification and Classification of the Subsidiary Which
---------------------------------------------------------
Acquired the Security Being Reported on by the Parent Holding
Company.
The relevant subsidiary of Mercury Asset Management Group Ltd. Is:
Mercury Asset Management Ltd., a corporation primarily engaged in the
business of managing portfolio investments for its investment clients,
organized under the laws of England.
ITEM 8 Identification and Classification of Members of the Group.
----------------------------------------------------------
Not Applicable
ITEM 9 Notice of Dissolution of Group.
------------------------------
Not Applicable
ITEM 10 Certification
-------------
By signing below each of the undersigned certifies that, to the
best of their knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired and are not held in connection with or
as a participant in any transaction having such purpose or effect.
<PAGE>
Page 7 of 7 Pages
Signature.
- ---------
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Date: December 9, 1998
Mercury Asset Management Group Ltd.
/s/ Ira P. Shapiro
- -----------------------------
Name: Ira P. Shapiro
Title: Attorney-In-Fact*
Mercury Asset Management Ltd.
/s/ Ira P. Shapiro
- -------------------------
Name: Ira P. Shapiro
Title Attorney-In-Fact**
- -----------------------------------
*Signed pursuant to a power of attorney, dated November 6, 1998,
included as exhibit A to this Schedule 13G.
**Signed pursuant to a power of attorney, dated November 6, 1998,
included as exhibit B to this Schedule 13G.
EXHIBIT "A"
POWER OF ATTORNEY
The undersigned, Mercury Asset Management Group Ltd, a corporation duly
organised under the laws of England and Wales, with its principal place of
business at 33 King William Street, London EC4R 9AS, does hereby make,
constitute and appoint, Philip L Kirstein, Michael J Hennewinkel,
Ira P Shapiro and Thomas D Jones, III, acting severally, each of whose
address is 800 Scudders Mill Road, Plainsboro, New Jersey 08536, as its
true and lawful attorneys-in-fact, for its and in its name, place and stead
to execute and cause to be filed and/or delivered, as required under
Section 13(d) of the Securities Exchange Act of 1934 (the "Act") and the
regulations thereunder, any number, as appropriate, of original, copies or
electronic filings of the Securities and Exchange Commission Schedule 13D
or Schedule 13G Beneficial Ownership Reports (together with any amendments
and joint filing agreements under Rule 13d-1(f)(1) of the Act, as
may be required thereto) to be filed and/or delivered with respect to any
equity security (as defined in Rule 13d-1(d) under the Act) beneficially
owned by the undersigned and which must be reported by the undersigned
pursuant to Section 13(d) of the Act and the regulations thereunder, and
generally to take such other actions and perform such other things necessary
to effectuate the foregoing as fully in all respects as if the undersigned
could do if personally present. This Power of Attorney shall remain in
effect until revoked, in writing by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
6th day of November, 1998
Mercury Asset Management Group Ltd
By: __/s/ S.J. Baxter______________________________________
Title: Director
By: _/s/ Ian Barby_______________________________________
Title: Director & Chairman
EXHIBIT "B"
POWER OF ATTORNEY
The undersigned, Mercury Asset Management Ltd, a corporation duly organised
under the laws of England and Wales, with its principal place of business
at 33 King William Street, London EC4R 9AS, does hereby make, constitute
and appoint, Philip L Kirstein, Michael J Hennewinkel, Ira P Shapiro and
Thomas D Jones, III, acting severally, each of whose address is 800 Scudders
Mill Road, Plainsboro, New Jersey 08536, as its true and lawful attorneys-
in-fact, for its and in its name, place and stead to execute and cause to be
filed and/or delivered, as required under Section 13(d) of the Securities
Exchange Act of 1934 (the "Act") and the regulations thereunder, any number,
as appropriate, of original, copies or electronic filings of the Securities
and Exchange Commission Schedule 13D or Schedule 13G Beneficial Ownership
Reports (together with any amendments and joint filing agreements under
Rule 13d-1(f)(1) of the Act, as may be required thereto) to be filed and/or
delivered with respect to any equity security (as defined in Rule 13d-(d)
under the Act) beneficially owned by the undersigned and which must be
reported by the undersigned pursuant to Section 13(d) of the Act and the
regulations thereunder, and generally to take such other actions
and perform such other things necessary to effectuate the foregoing as
fully in all respects as if the undersigned could do if personally present.
This Power of Attorney shall remain in effect until revoked, in
writing by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
6th day of November, 1998
Mercury Asset Management Ltd
By: _/s/ David J. Causer_______________________________________
Title: Director
By: __/s/ Charles Farquharson______________________________________
Title: Director
