CONSTRUCTION BEGINS ON NEW BMW GROUP ENGINEERING AND TESTING CENTER

Oxnard, CA, April 29, 1999. Construction began today on BMW Group's $28 million
North American engineering and vehicle emission testing center on Arcturus
Avenue near the Port of Hueneme. The new center, which will serve the product
engineering needs of both BMW and Land Rover in North America, will be built on
an 11-acre site next to the company's Vehicle Preparation Center and will
replace the current facility in Marina del Rey, California. At the same time,
the BMW Group began a $1.2 million expansion and renovation of the existing
Vehicle Preparation Center.

When complete next spring, BMW Group employment in Oxnard will increase by an
additional 100 jobs, making it the largest BMW Group site in California and one
of the largest in North America. Currently, about 140 people - full time and
temporary - work in the existing Vehicle Preparation Center in Oxnard.

"We are expanding our operations in the U.S. to meet increasing customer demand
for BMW and Land Rover vehicles, and our additions here in Oxnard will provide
both direct and strategic support as we move into the 21st Century," said
Victor Doolan, president of BMW of North America, Inc., who was in Oxnard for
the ground breaking ceremony this morning.

Both BMW and Land Rover just reported the best first quarter U.S. sales in
their respective histories.

Oxnard Mayor Manual Lopez welcomed Doolan and the BMW construction project
noting that Oxnard continues to be recognized by a number of world-class
companies as an excellent place to work, live and play. "With its easy access
to the deep water Port of Hueneme, proximity to Los Angeles and competitive
land costs, Oxnard is an ideal site," said Mayor Lopez. "And our Mediterranean
climate and eight miles of uncrowded beaches make it a place families like to
call home," he added. "We are excited along with BMW and Land Rover and look
forward to sharing in the benefits of the advanced automotive technology that
is coming to Oxnard."

SATELLITE ENGINEERING CENTER

The new engineering center, the North American satellite of the main BMW Group
research and development center in Munich, will be the base for all Group
engineering in the U.S. It will house engineering and research functions and
perform vehicle emissions testing related to engine development and long-term
engine performance. Earlier this year, Rover Engineering North America moved
its engineering operations from Phoenix to the existing BMW Group engineering
facility in Marina del Rey.

"Our decision to locate this facility in Oxnard underscores the importance of
California to the automotive industry," Doolan said. "Many companies have
engineering and emissions testing operations in the Midwest, but California is
setting nation and worldwide trends in vehicle emissions, design and other
areas, so we believe it is important to be in the midst of such integral
progress."

The new one-story building with tilt-up concrete walls will also have a small
administrative office constructed of metal and glass. The building will
include engineering offices; 30 work spaces for vehicle testing and product
engineering; as well as a state-of-the-art emission test laboratory. When
completed early next year, it will house about 100 employees - primarily
engineers and technicians - supported by administrative personnel.

Doolan explained that the Oxnard location was an ideal base for North American
vehicle testing. As part of the development process, a team of engineers and
technicians test vehicles on-road and off-road over thousands of miles, seeking
out extreme weather and driving conditions found in different locations
throughout the American continent.

ADVANCED EMISSIONS TESTING
An important part of the engineering center will be its emissions testing
laboratory containing nearly $7 million worth of state-of-the-art equipment.
This investment underscores the BMW Group commitment to California clean air
demands.

The advanced equipment includes seven new test cells for monitoring tail pipe,
evaporative and refueling emissions.

The objective of the laboratory, Doolan explained, is to support our research
and development activity providing the best possible emissions control
technology for internal combustion engines. "With this laboratory, we will be
planning and designing for future challenges as we will be able to meet future
challenges for stricter emissions regulations in California. It is worth
noting," he added, "that for many

years all BMW vehicles sold throughout North America have met the trend-setting
strict California emissions standards."

In addition to development testing, the emissions laboratory also will do
in-use emissions testing to confirm BMW and Land Rover vehicle compliance with
Environmental Protection Agency and California state emissions requirements.

THE TECHNICAL TRAINING SCHOOL
While the engineering center is being constructed, the adjacent BMW Vehicle
Preparation Center will be refurbished and expanded to include space for a new
paint and body training school. When completed next year, it will be the third
such specialized BMW school for BMW paint and body shop apprentices. The best
graduates from recognized technical schools are selected for this elite
nine-month training program. While training in Oxnard, they will receive
salaries and live locally. Ultimately, they will be hired by BMW retailers.

The existing Vehicle Preparation Center serves as the final quality inspection
point for BMW and Land Rover vehicles arriving on the west coast.
Approximately 200 vehicles arrive daily by ship or rail from England, Germany
and Spartanburg, S. C. In Oxnard, they are inspected for any damage that
might have occurred in transit. They also receive a thorough quality control
inspection before distribution to retailers throughout California and the
Western states.

A COMMITMENT TO THE UNITED STATES
The biggest BMW Group site in North America is its manufacturing plant in
Spartanburg, S.C., where BMW vehicles are built for worldwide export. It
employs 2,000 people, a figure that will grow to

3,000 when a $600 million expansion is completed late this year. When
complete, the manufacturing plant will have doubled in size, to 2.1 million
square feet. Reinforcing the global nature of the BMW Group, BMW Manufacturing
Corp. is the first plant in the U.S. to export the majority of its production
(to 120 countries.)

"While South Carolina is the BMW manufacturing center in North America,
California has become our design and technology center," Doolan noted,

Last year, BMW opened a technology office in Silicon Valley. Designworks USA,
BMW Group's wholly-owned worldwide industrial design subsidiary, is located
nearby in Newbury Park.

Other BMW facilities in California include BMW's Western Region Office in
Marina del Rey and the Group's regional Parts Distribution Center in Ontario.

Design architects for the project are S + P Planungsgruppe, Berlin with
American counterparts Anshen + Allen of Los Angeles. WPW Ingenieure, of
Saarbruecken is the planning firm, along with Ove Arup & Partners, Los
Angeles. General contractor is Rudolph and Sletten, Inc. of Irvine.