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<DESCRIPTION>PROXY RE MERGER
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<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A

                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
           PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

[X]  Filed by the Registrant

[ ]  Filed by a Party other than the Registrant

Check the appropriate box:

[ ]  Preliminary Proxy Statement
     Confidential, For Use of the Commission Only (as permitted by Rule
     14a-6(e)(2)

[ ]  Definitive Proxy Statement

[ ]  Definitive Additional Materials

[X]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


            BHA Group Holdings, Inc.
---------------------------------------------------
(Name of Registrant as Specified in Its Charter)


------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)  Title of each class of securities to which transaction applies:

     ---------------------------------------------------------------------------
(2)  Aggregate number of securities to which transaction applies:

     ---------------------------------------------------------------------------
(3)  Per unit price or other underlying value of transaction computed pursuant
     to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
     calculated and state how it was determined):

     ---------------------------------------------------------------------------
(4)  Proposed maximum aggregate value of transaction:

     ---------------------------------------------------------------------------
(5)  Total fee paid:

     ---------------------------------------------------------------------------

                                        1
<PAGE>

[ ]  Fee paid previously with preliminary materials

     ---------------------------------------------------------------------------

Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1)  Amount previously paid:

     ---------------------------------------------------------------------------
(2)  Form, Schedule or Registration Statement no.:

     ---------------------------------------------------------------------------
(3)  Filing Party:

     ---------------------------------------------------------------------------
(4)  Date Filed:

     ---------------------------------------------------------------------------

                                        2
<PAGE>


A. E-MAIL MESSAGE TO ALL EMPLOYEES DATED JUNE 1, 2004

Dear employees,

I am pleased to tell all of you that, as of today, we have signed an agreement
to join GE Energy. The deal, which is subject to customary closing conditions,
is expected to close by the end of the summer. We have issued a joint press
release, which will be intended for national media.

Certainly your most immediate question is, "How does this affect us, the
employees of BHA?" It is my firm belief that this will be positive for BHA as GE
has a lot of experience in growing acquired businesses. BHA provides a
significant growth opportunity for GE Energy by adding post combustion control
capabilities to GE Energy's existing combustion and monitoring solutions. We
expect this technology will provide a more comprehensive portfolio of air
quality control solutions for the global customer base of both companies. BHA
will serve to broaden GE Energy's platform in the environmental services area.
Joining the GE family will also enable BHA to accelerate growth in the membrane
portion of our business.

BHA and GE Energy have each been driven by customer-focused, technology driven
growth strategies. GE Energy anticipates positive synergies with BHA due to
their similar growth strategies, and does plan to retain the Kansas City
location as the headquarters for the Environmental Services business.

We hope to close this transaction as soon as possible. However, we do realize
that some of you will be asking yourselves a lot of questions and anticipating
how these businesses will align. In the meantime, we must remember that it's
"business as usual." We all need to continue to treat GE Energy as a separate,
independent business. Once the transaction is closed, we will work quickly to
take advantage of the opportunities shared by the two businesses.

We are extremely excited about this new development and we recognize the
benefits and opportunities it offers to our employees, as well as our customers.
As we move forward in this process, we will continue to keep you posted on our
progress.

We will review these details live for all BHA employees via conference call and
WebEx on Wednesday, June 2 from our Kansas City office at 11:00 a.m. Central
Time. Key leaders from GE Energy will be on-site to share in this meeting as
well. Conference call lines and WebEx links and passwords will be made available
later today.

To learn more about GE and its Environmental Services, click on the following
links: www.ge.com   www.gepower.com/airquality
       ----------   --------------------------

Sincerely,


James E. Lund
President and Chief Executive Officer


                                        3
<PAGE>


Important Legal Information
---------------------------

In connection with the proposed transaction, a proxy statement will be filed
with the U.S. Securities & Exchange Commission by BHA Group Holdings, Inc.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the proxy statement
when it becomes available, and other documents filed or furnished by BHA with
the SEC, at the SEC's website at www.sec.gov. The proxy statement and other
documents filed or furnished by BHA may also be obtained for free by directing a
request to BHA's Corporate Secretary at 1-800-821-2222.

BHA and its directors and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of BHA in connection with the
proposed transaction. Information about the directors and executive officers of
BHA is set forth in the proxy statement on Schedule 14A for BHA's annual meeting
of stockholders, as filed with the SEC on January 16, 2004. Additional
information regarding participants in the proxy solicitation may be obtained by
reading the proxy statement regarding the proposed transaction when it becomes
available. Investors may obtain a detailed list of names, affiliations and
interests of participants in the solicitation of proxies of BHA stockholders to
approve the merger at the following address: 8800 East 63rd Street, Kansas City,
Missouri, 64133.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS: This document contains certain
"forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. These statements are based on management's
current expectations and are naturally subject to uncertainty and changes in
circumstances. Actual results may vary materially from the expectations
contained herein. The forward-looking statements contained herein include
statements about the proposed transaction and future benefits of the pending
proposed transaction between GE and BHA. The following factors, among others,
could cause actual results to differ materially from those described herein:
failure to obtain certain regulatory approvals; actions of the U.S., foreign and
local governments; failure of the requisite number of BHA stockholders to
approve the proposed transaction; the inability to successfully integrate the
businesses of GE and BHA; the costs related to the merger; the inability to
achieve cost-cutting synergies resulting from the merger; changing consumer or
marketplace trends; the general economic environment; potential or actual
litigation challenging the proposed transaction; and other economic, business,
competitive and/or regulatory factors affecting businesses generally. More
detailed information about those factors is set forth in filings to be made by
GE and BHA with the SEC. Neither GE nor BHA is under any obligation to (and
expressly disclaims any such obligation to) update or alter its forward-looking
statements whether as a result of new information, future events or otherwise.

                                        4
<PAGE>


B.   DISCUSSION POINTS WERE CIRCULATED TO CERTAIN EMPLOYEES OF BHA GROUP
     HOLDINGS INC. ON JUNE 1, 2004. THE DISCUSSION POINTS INCLUDED THE
     FOLLOWING, EACH OF WHICH ARE INCLUDED HEREIN.

     o    TALKING POINTS FOR SELECT BHA MANAGERS

     o    FAQS - FOR MANAGERS OF BHA EMPLOYEES ABOUT GE ENERGY

     o    BHA EMPLOYEE Q&A

     o    DOS AND DON'TS - BHA

     o    CUSTOMER COMMUNICATIONS Q&AS - BHA

     o    CUSTOMER TALKING POINTS


TALKING POINTS FOR SELECT BHA MANAGERS

TERMS OF THE ACQUISITION:

o    Subject to satisfaction of customary closing conditions, GE Energy will
     acquire BHA in an all cash transaction for $38 per share or approximately
     $260 million. Upon consummation of the transaction, BHA will become a
     wholly owned subsidiary of GE Energy.

o    The acquisition of BHA will add post combustion control capabilities to GE
     Energy's existing combustion control and monitoring solutions, producing a
     more comprehensive portfolio of air quality control solutions for its
     global customer base.

o    GE Energy constantly looks at ways to better serve and support its
     customers through improved product and service offerings. Joining the GE
     family will also enable BHA to accelerate growth in the membrane portion of
     our business.

o    The acquisition has customary closing conditions. We expect the deal to
     close by the end of summer 2004.

HOW WILL THIS AFFECT EMPLOYMENT AT BHA:

o    Both companies recognize that their talented employees are their most
     valuable assets.

o    There are not any plans at this time to alter the current direction of
     business operations. It is much too early to speculate on detailed
     functional changes.

o    GE Energy plans to have the Environmental Services headquarters in Kansas
     City.

BHA PRODUCT LINES:

o    GE is preparing an Integration Plan to combine these product lines with its
     current businesses, including air pollution control and ePTFE membrane
     technologies.

o    GE Energy will operate these business units under the name GE Energy, with
     specific product recognition for BHA.

BHA PERSONNEL BENEFITS AND CULTURE:

o    We believe both companies cultures are complementary. GE clearly recognizes
     there are a number of cultural characteristics that contribute to the
     overall value of the company. The integration process will commence at the
     close of the transaction, during which employees will begin to learn about
     and work within the GE culture.


                                       5
<PAGE>

o    GE has a very comprehensive benefits plan. However, it is too early in the
     process to have these details defined. As we move closer to the close,
     there will be more definitive employee benefits discussions and updates
     from GE Energy's HR team.

o    GE is committed to offering its employees world-class training in
     management, leadership, quality, and functional areas. GE has outstanding
     educational facilities and programs.

o    GE Energy is committed to making sure each of our employees has clear goals
     and objectives, annual performance feedback and rewards and recognition
     programs that differentiate outstanding performance.


Important Legal Information
---------------------------

In connection with the proposed transaction, a proxy statement will be filed
with the U.S. Securities & Exchange Commission by BHA Group Holdings, Inc.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the proxy statement
when it becomes available, and other documents filed or furnished by BHA with
the SEC, at the SEC's website at www.sec.gov. The proxy statement and other
documents filed or furnished by BHA may also be obtained for free by directing a
request to BHA's Corporate Secretary at 1-800-821-2222.

BHA and its directors and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of BHA in connection with the
proposed transaction. Information about the directors and executive officers of
BHA is set forth in the proxy statement on Schedule 14A for BHA's annual meeting
of stockholders, as filed with the SEC on January 16, 2004. Additional
information regarding participants in the proxy solicitation may be obtained by
reading the proxy statement regarding the proposed transaction when it becomes
available. Investors may obtain a detailed list of names, affiliations and
interests of participants in the solicitation of proxies of BHA stockholders to
approve the merger at the following address: 8800 East 63rd Street, Kansas City,
Missouri, 64133.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS: This document contains certain
"forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. These statements are based on management's
current expectations and are naturally subject to uncertainty and changes in
circumstances. Actual results may vary materially from the expectations
contained herein. The forward-looking statements contained herein include
statements about the proposed transaction and future benefits of the pending
proposed transaction between GE and BHA. The following factors, among others,
could cause actual results to differ materially from those described herein:
failure to obtain certain regulatory approvals; actions of the U.S., foreign and
local governments; failure of the requisite number of BHA stockholders to
approve the proposed transaction; the inability to successfully integrate the
businesses of GE and BHA; the costs related to the merger; the inability to
achieve cost-cutting synergies resulting from the merger; changing consumer or
marketplace trends; the general economic environment; potential or actual
litigation challenging the proposed transaction; and other economic, business,
competitive and/or regulatory factors affecting businesses generally. More
detailed information about those factors is set forth in filings to be made by
GE and BHA with the SEC. Neither GE nor BHA is under any obligation to (and
expressly disclaims any such obligation to) update or alter its forward-looking
statements whether as a result of new information, future events or otherwise.



                                       6
<PAGE>


FAQS - FOR MANAGERS OF BHA EMPLOYEES ABOUT GE ENERGY


Q.   WHY IS GE ENERGY INTERESTED IN BHA?
A.   The acquisition of BHA will add post combustion particulate matter control
     capabilities to GE Energy's existing combustion control and monitoring
     solutions, producing a more comprehensive portfolio of air quality control
     solutions for its global customer base. GE Energy constantly looks at ways
     to better serve and support its customers through improved product and
     service offerings. Joining the GE family will also enable BHA to accelerate
     growth in the membrane portion of the business.

Q.   HOW LARGE IS GE?
A.   GE revenue last year was over $134 billion. Of its 315,000 employees, more
     than half are outside the U.S. in over 100 countries.

Q.   HOW LARGE IS GE ENERGY?
A.   GE Energy is one of GE's major businesses with over $18.5 billion in
     revenue and 30,000 employees.

Q.   WHAT PRODUCT OFFERINGS DOES GE ENERGY HAVE?
A.   GE Energy (http://www.gepower.com) is one of the world's leading suppliers
     of power generation technology, energy services and management systems. The
     business has the largest installed base of power generation equipment in
     the global energy industry. GE Energy provides equipment, service and
     management solutions across the power generation, oil and gas, distributed
     power and energy rental industries.

Q.   WHO ARE THE GE ENERGY LEADERS AND HOW IS THE COMPANY STRUCTURED?
A.   John Rice is GE Energy President and CEO. He reports directly to Jeff
     Immelt, GE's Chairman. The GE Energy organization is structured into
     product P&L centers and regional sales and service distribution operations,
     global operating functions and staff functions. Ricardo Artigas is
     President and CEO of Energy Services, which is a $7 billion business of GE
     Energy.

Q:   HOW IS THE GE ENERGY SALES ORGANIZATION STRUCTURED?
A:   GE Energy Sales organization has full-line representatives supported by
     dedicated product specialists and a network of independent manufacturers
     representatives.

Q.   WHAT ARE GE ENERGY VALUES?
A.   GE is committed to Integrity, Governance, Social Performance, Quality and
     Innovation.

Q.   WHERE ARE GE ENERGY HEADQUARTERS?
A.   The Global headquarters are located in Atlanta, GA.

Q:   WHAT IS SIX SIGMA?
A:   From manufacturing to customer transactions, GE's "Six Sigma" quality
     initiative applies a statistical methodology to achieve the highest level
     of quality in everything we do. Its rigorous process and unparalleled
     objectives ultimately benefit customers with better products.

Q.   HOW WILL GE'S SIX SIGMA AND BHA'S LEAN MANUFACTURING IMPACT EACH OTHER?
A.   These two quality processes are complementary and will align well together.


                                       7
<PAGE>

Q.   WHAT IS GE I&FS?
A.   Installation and Field Services, led by General Manager, Paul Wood provides
     service fulfillment excellence for Energy Services and its customers, with
     $2 billion in sales and 1,800 employees. Project work ranges from minor
     outage maintenance on steam turbines, to technical direction of new gas
     turbines, to project management of engineered upgrades.

Q.   WHAT IS GE ENVIRONMENTAL SERVICES?
A.   Environmental Services is a growth platform for our business and resides
     within the I&FS business. GE Energy's environmental services business is on
     track to achieve more than 50% organic growth in 2004 and is well
     positioned to achieve double-digit growth over the next three years. This
     growth is largely attributable to an increased focus on offerings designed
     to improve air quality while optimizing total plant performance.


Important Legal Information
---------------------------

In connection with the proposed transaction, a proxy statement will be filed
with the U.S. Securities & Exchange Commission by BHA Group Holdings, Inc.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the proxy statement
when it becomes available, and other documents filed or furnished by BHA with
the SEC, at the SEC's website at www.sec.gov. The proxy statement and other
documents filed or furnished by BHA may also be obtained for free by directing a
request to BHA's Corporate Secretary at 1-800-821-2222.

BHA and its directors and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of BHA in connection with the
proposed transaction. Information about the directors and executive officers of
BHA is set forth in the proxy statement on Schedule 14A for BHA's annual meeting
of stockholders, as filed with the SEC on January 16, 2004. Additional
information regarding participants in the proxy solicitation may be obtained by
reading the proxy statement regarding the proposed transaction when it becomes
available. Investors may obtain a detailed list of names, affiliations and
interests of participants in the solicitation of proxies of BHA stockholders to
approve the merger at the following address: 8800 East 63rd Street, Kansas City,
Missouri, 64133.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS: This document contains certain
"forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. These statements are based on management's
current expectations and are naturally subject to uncertainty and changes in
circumstances. Actual results may vary materially from the expectations
contained herein. The forward-looking statements contained herein include
statements about the proposed transaction and future benefits of the pending
proposed transaction between GE and BHA. The following factors, among others,
could cause actual results to differ materially from those described herein:
failure to obtain certain regulatory approvals; actions of the U.S., foreign and
local governments; failure of the requisite number of BHA stockholders to
approve the proposed transaction; the inability to successfully integrate the
businesses of GE and BHA; the costs related to the merger; the inability to
achieve cost-cutting synergies resulting from the merger; changing consumer or
marketplace trends; the general economic environment; potential or actual
litigation challenging the proposed transaction; and other economic, business,
competitive and/or regulatory factors affecting businesses generally. More
detailed information about those factors is set forth in filings to be made by
GE and BHA with the SEC. Neither GE nor BHA is under any obligation to (and
expressly disclaims any such obligation to) update or alter its forward-looking
statements whether as a result of new information, future events or otherwise.


                                       8
<PAGE>


BHA EMPLOYEE Q&A


Q.   WHAT ARE THE TERMS OF THE TRANSACTION?
A.   Subject to satisfaction of customary closing conditions, GE Energy will
     acquire BHA in an all cash transaction for $38 per share or approximately
     $260 million. Upon consummation of the transaction, BHA will become a
     wholly owned subsidiary of GE.

Q.   WHEN WILL THE DEAL CLOSE?
A.   We expect the deal to close by the end of summer 2004.

Q.   HOW WILL THIS AFFECT EMPLOYMENT AT BHA?
A.   Both companies recognize that their talented employees are their most
     valuable assets. There are not any current plans for any general closings.
     It is much too early to speculate on detailed functional changes.

Q.   WILL MY JOB MOVE TO ANOTHER LOCATION OR COUNTRY?
A.   There are not any plans at this time to alter the current direction of
     business operations. It is much too early to speculate on detailed
     functional changes.

Q.   WHAT FACILITIES WILL REMAIN OPEN?
A.   There are not any plans at this time to alter the current direction of
     business operations. It is much too early to speculate on detailed
     functional changes. BHA provides an offering of products and services not
     currently manufactured by GE.

Q.   WHAT WILL THE NAME OF THE NEW BUSINESS BE?...WILL THIS BUSINESSES BE
     RENAMED GE?
A.   GE Energy will operate this business unit under the name GE Energy, with
     specific product recognition for BHA.

Q.   WHAT HURDLES NEED TO BE OVERCOME BEFORE THE DEAL IS CLOSED?
A.   The acquisition has customary closing conditions.

Q.   WHAT ARE GE'S PLANS FOR THE BHA PRODUCT LINES?
A.   GE is preparing an Integration Plan to combine these product lines with its
     current businesses, including air pollution control and ePTFE membrane
     technologies.

Q.   WILL I BE A GE ENERGY EMPLOYEE?
A.   GE Energy will operate this business unit under the name GE Energy. There
     are not any plans at this time to alter the current direction of business
     operations. It is much too early to speculate on detailed functional
     changes.

Q.   WILL THE CULTURE CHANGE?
A.   We believe that both companies cultures are complementary. GE clearly
     recognizes that there are a number of cultural characteristics that
     contribute to the overall value of the company. The integration process
     will commence at the close of the transaction, during which employees will
     begin to learn about and work within the GE culture.

Q.   WHAT BENEFITS CHANGES CAN I EXPECT?
A.   As we move closer to the closing, there will be more definitive employee
     benefits discussions and updates from GE Energy's HR team.



                                       9
<PAGE>

Q:   WHAT TYPES OF TRAINING OPPORTUNITIES DOES GE OFFER?
A:   GE is committed to offering its employees world-class training in
     management, leadership, quality, and functional areas. GE has outstanding
     educational facilities and programs.

Q:   HOW DOES GE APPRAISE ITS EMPLOYEES?
A:   GE Energy is committed to making sure each of our employees has clear goals
     and objectives, annual performance feedback and rewards and recognition
     programs that differentiate outstanding performance.


Important Legal Information
---------------------------

In connection with the proposed transaction, a proxy statement will be filed
with the U.S. Securities & Exchange Commission by BHA Group Holdings, Inc.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the proxy statement
when it becomes available, and other documents filed or furnished by BHA with
the SEC, at the SEC's website at www.sec.gov. The proxy statement and other
documents filed or furnished by BHA may also be obtained for free by directing a
request to BHA's Corporate Secretary at 1-800-821-2222.

BHA and its directors and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of BHA in connection with the
proposed transaction. Information about the directors and executive officers of
BHA is set forth in the proxy statement on Schedule 14A for BHA's annual meeting
of stockholders, as filed with the SEC on January 16, 2004. Additional
information regarding participants in the proxy solicitation may be obtained by
reading the proxy statement regarding the proposed transaction when it becomes
available. Investors may obtain a detailed list of names, affiliations and
interests of participants in the solicitation of proxies of BHA stockholders to
approve the merger at the following address: 8800 East 63rd Street, Kansas City,
Missouri, 64133.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS: This document contains certain
"forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. These statements are based on management's
current expectations and are naturally subject to uncertainty and changes in
circumstances. Actual results may vary materially from the expectations
contained herein. The forward-looking statements contained herein include
statements about the proposed transaction and future benefits of the pending
proposed transaction between GE and BHA. The following factors, among others,
could cause actual results to differ materially from those described herein:
failure to obtain certain regulatory approvals; actions of the U.S., foreign and
local governments; failure of the requisite number of BHA stockholders to
approve the proposed transaction; the inability to successfully integrate the
businesses of GE and BHA; the costs related to the merger; the inability to
achieve cost-cutting synergies resulting from the merger; changing consumer or
marketplace trends; the general economic environment; potential or actual
litigation challenging the proposed transaction; and other economic, business,
competitive and/or regulatory factors affecting businesses generally. More
detailed information about those factors is set forth in filings to be made by
GE and BHA with the SEC. Neither GE nor BHA is under any obligation to (and
expressly disclaims any such obligation to) update or alter its forward-looking
statements whether as a result of new information, future events or otherwise.



                                       10
<PAGE>


DOS & DON'TS - BHA

All BHA Employees:

As we move forward in our efforts to complete this transaction with GE, we need
your help. Each of us has a responsibility to support this acquisition in our
dealings with our customers, our soon-to-be co-workers and each other.

As the deal has not yet closed, we need to remember that BHA is a separate
company until the deal closes, and we must exercise caution in what we say to
customers. Discretion is of paramount importance. Please consider the following
guidelines.

Regarding contact with GE Energy employees:

     o    DO minimize contact with GE Energy employees and adopt a "business as
          usual" approach.

     o    DON'T offer personal views on BHA plans or strategies.

Just as important in this interim period is how our customers view our companies
and this transaction. To that end:

     o    DO represent yourself and BHA in a positive and professional manner.

     o    DO rely on the contents of the formal communication material
          available.

     o    DON'T offer unnecessary information.

     o    DON'T speculate on any aspect of the transaction...especially related
          to jobs, product plans or other post-acquisition plans.

Thanks for your support and cooperation. Your role is extremely important in
successfully completing this acquisition. If you need more information or have
additional questions, please contact Scott Blair.

Regards,



Jim Thome


Important Legal Information
---------------------------

In connection with the proposed transaction, a proxy statement will be filed
with the U.S. Securities & Exchange Commission by BHA Group Holdings, Inc.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the proxy statement
when it becomes available, and other documents filed or furnished by BHA with
the SEC, at the SEC's website at www.sec.gov. The proxy statement and other
documents filed or furnished by BHA may also be obtained for free by directing a
request to BHA's Corporate Secretary at 1-800-821-2222.

BHA and its directors and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of BHA in connection with the
proposed transaction. Information about the directors and executive officers of
BHA is set forth in the proxy statement on Schedule 14A for BHA's annual meeting
of stockholders, as filed with the SEC on January 16, 2004. Additional
information regarding participants in the proxy solicitation may be obtained by
reading the proxy statement regarding the proposed transaction when it becomes
available. Investors may obtain a detailed list of names, affiliations and
interests of participants in the solicitation of proxies of BHA stockholders to
approve the merger at the following address: 8800 East 63rd Street, Kansas City,
Missouri, 64133.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS: This document contains certain
"forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. These



                                       11
<PAGE>

statements are based on management's current expectations and are naturally
subject to uncertainty and changes in circumstances. Actual results may vary
materially from the expectations contained herein. The forward-looking
statements contained herein include statements about the proposed transaction
and future benefits of the pending proposed transaction between GE and BHA. The
following factors, among others, could cause actual results to differ materially
from those described herein: failure to obtain certain regulatory approvals;
actions of the U.S., foreign and local governments; failure of the requisite
number of BHA stockholders to approve the proposed transaction; the inability to
successfully integrate the businesses of GE and BHA; the costs related to the
merger; the inability to achieve cost-cutting synergies resulting from the
merger; changing consumer or marketplace trends; the general economic
environment; potential or actual litigation challenging the proposed
transaction; and other economic, business, competitive and/or regulatory factors
affecting businesses generally. More detailed information about those factors is
set forth in filings to be made by GE and BHA with the SEC. Neither GE nor BHA
is under any obligation to (and expressly disclaims any such obligation to)
update or alter its forward-looking statements whether as a result of new
information, future events or otherwise.



                                       12
<PAGE>


CUSTOMER COMMUNICATIONS Q&AS - BHA

CUSTOMER Q&A:

     1.   Why is GE interested in BHA?

     2.   What is GE Energy's current involvement in environmental services?

     3.   When will the deal be complete?...What legal or regulatory hurdles
          need to be overcome before the deal is closed?

     4.   What will the name of the new business be?...Will BHA's business be
          renamed GE?

     5.   Are BHA's emission control service and product lines going away?

     6.   How will this action affect pricing and service that customers
          receive?

     7.   Will customers continue to have the same sales point of contact?

     8.   What is the future for BHA's Industrial markets?

     1.   WHY IS THE COMBINATION OF BHA AND GE ENERGY GOOD?
          With the acquisition of BHA, GE Energy will be able to provide
          customers with post-combustion particulate matter control
          capabilities, complementing GE's current combustion control and
          monitoring solutions. This will create a more complete solution for
          both of our customers and fits well with our goals around improving
          overall plant performance while addressing emission control
          requirements. BHA brings new capabilities to GE with its selling and
          service model that extend beyond GE Energy's focus to other industrial
          applications that require ever increasing emission control
          requirements. Adding BHA's ePTFE membrane technology to the GE
          portfolio, will provide an opportunity to add multiple applications
          for this technology across GE's businesses.

     2.   WHAT IS GE ENERGY'S CURRENT INVOLVEMENT IN ENVIRONMENTAL SERVICES?
          GE Energy presently offers a variety of technologies for the
          environmental services industry, including combustion control,
          monitoring and performance improvement solutions. GE also offer
          programs designed to both assess a power producer's current plant
          operations and provide recommendations for solutions that will
          maximize performance while helping achieve regulatory requirements.

     3.   WHEN WILL THE DEAL BE COMPLETE? ...WHAT LEGAL OR REGULATORY HURDLES
          NEED TO BE OVERCOME BEFORE THE DEAL IS CLOSED?
          This transaction is subject to customary closing conditions including
          regulatory approvals. Although this is an announcement of definitive
          agreement only at this time, the transaction will close once the
          closing conditions are satisfied. The acquisition is expected to close
          in late summer.

     4.   WHAT WILL THE NAME OF THE NEW BUSINESS BE?...WILL BHA'S BUSINESS BE
          RENAMED GE?
          The BHA air pollution control business will become part of GE Energy,
          and will continue to leverage the historical value of the BHA brand at
          a product level. The BHA ePTFE membrane business will also leverage
          the historical value of its brand and continue to provide quality
          ePTFE membrane products in an array of industrial and consumer
          applications.

     5.   ARE BHA'S EMISSION CONTROL SERVICE AND PRODUCT LINES GOING AWAY?
          GE and BHA's offerings are very complementary, with no overlap, and we
          do not see the need to reduce any product lines on that basis.

     6.   HOW WILL THIS ACTION AFFECT PRICING AND SERVICE THAT CUSTOMERS
          RECEIVE?
          We cannot comment on pricing at this time. We anticipate an increased
          ability to serve all of our customers with our newly expanded
          portfolio of services after the acquisition is finalized.


                                       13
<PAGE>

     7.   WILL CUSTOMERS CONTINUE TO HAVE THE SAME SALES POINT OF CONTACT?
          Any changes in sales or service support contacts will certainly be
          communicated in advance.

     8.   GE CONCENTRATES ON THE ENERGY INDUSTRY. WHAT IS THE FUTURE OF OUR
          INDUSTRIAL MARKETS?
          This is one of the inherent values that BHA brings to GE. The Selling
          and Service model that BHA has will allow for a growth channel for GE
          in these industries.


Important Legal Information
---------------------------

In connection with the proposed transaction, a proxy statement will be filed
with the U.S. Securities & Exchange Commission by BHA Group Holdings, Inc.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the proxy statement
when it becomes available, and other documents filed or furnished by BHA with
the SEC, at the SEC's website at www.sec.gov. The proxy statement and other
documents filed or furnished by BHA may also be obtained for free by directing a
request to BHA's Corporate Secretary at 1-800-821-2222.

BHA and its directors and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of BHA in connection with the
proposed transaction. Information about the directors and executive officers of
BHA is set forth in the proxy statement on Schedule 14A for BHA's annual meeting
of stockholders, as filed with the SEC on January 16, 2004. Additional
information regarding participants in the proxy solicitation may be obtained by
reading the proxy statement regarding the proposed transaction when it becomes
available. Investors may obtain a detailed list of names, affiliations and
interests of participants in the solicitation of proxies of BHA stockholders to
approve the merger at the following address: 8800 East 63rd Street, Kansas City,
Missouri, 64133.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS: This document contains certain
"forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. These statements are based on management's
current expectations and are naturally subject to uncertainty and changes in
circumstances. Actual results may vary materially from the expectations
contained herein. The forward-looking statements contained herein include
statements about the proposed transaction and future benefits of the pending
proposed transaction between GE and BHA. The following factors, among others,
could cause actual results to differ materially from those described herein:
failure to obtain certain regulatory approvals; actions of the U.S., foreign and
local governments; failure of the requisite number of BHA stockholders to
approve the proposed transaction; the inability to successfully integrate the
businesses of GE and BHA; the costs related to the merger; the inability to
achieve cost-cutting synergies resulting from the merger; changing consumer or
marketplace trends; the general economic environment; potential or actual
litigation challenging the proposed transaction; and other economic, business,
competitive and/or regulatory factors affecting businesses generally. More
detailed information about those factors is set forth in filings to be made by
GE and BHA with the SEC. Neither GE nor BHA is under any obligation to (and
expressly disclaims any such obligation to) update or alter its forward-looking
statements whether as a result of new information, future events or otherwise.


                                       14
<PAGE>


CUSTOMER TALKING POINTS

o    In today's industrial environment, customers strive to meet emission goals
     without negatively impacting performance. As regulations and operating
     parameters tighten, a key differentiator for emission control technologies
     will be the ability to enhance the plant's overall performance. The
     integration of GE Energy's and BHA's technologies improves GE's ability to
     deliver these value-added solutions to the Energy industry as well as to
     other industrial applications.

o    BHA's ePTFE membrane products provide a high level of performance for many
     different industrial and consumer applications that can be brought to
     market on a global basis through the GE portfolio of businesses. GE's
     research and development expertise broadens the opportunities for new ePTFE
     membrane products.

o    GE Energy is a world leader in power generation services and equipment with
     a proven track record of delivering performance based emission monitoring
     and combustion control solutions.

o    BHA's approach of driving improved performance through new technology
     investment and strong customer involvement is very synergistic. The
     combined efforts of BHA's and GE's development processes will bring a more
     complete solution to the customer base of both companies.

o    Aligning BHA's post combustion particulate matter control technologies with
     GE's capabilities in combustion control and monitoring applications will
     allow us to further advance air pollution control technology and provide
     customers a broader range of energy solutions for the 21st century.


KEY MESSAGES

o    The Acquisition will advance GE Energy's strategy of delivering the latest
     in emissions control while improving total plant performance.

o    Aligning BHA's post combustion particulate matter with GE Energy's existing
     combustion control and monitoring capabilities provides a more complete
     solution for the global customer base of both companies.


Important Legal Information
---------------------------

In connection with the proposed transaction, a proxy statement will be filed
with the U.S. Securities & Exchange Commission by BHA Group Holdings, Inc.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the proxy statement
when it becomes available, and other documents filed or furnished by BHA with
the SEC, at the SEC's website at www.sec.gov. The proxy statement and other
documents filed or furnished by BHA may also be obtained for free by directing a
request to BHA's Corporate Secretary at 1-800-821-2222.

BHA and its directors and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of BHA in connection with the
proposed transaction. Information about the directors and executive officers of
BHA is set forth in the proxy statement on Schedule 14A for BHA's annual meeting
of stockholders, as filed with the SEC on January 16, 2004. Additional
information regarding participants in the proxy solicitation may be obtained by
reading the proxy statement regarding the proposed transaction when it becomes
available. Investors may obtain a detailed list of names, affiliations and
interests of participants in the solicitation of proxies of BHA stockholders to
approve the merger at the following address: 8800 East 63rd Street, Kansas City,
Missouri, 64133.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS: This document contains certain
"forward-looking



                                       15
<PAGE>

statements" within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. These statements are based on management's current expectations and
are naturally subject to uncertainty and changes in circumstances. Actual
results may vary materially from the expectations contained herein. The
forward-looking statements contained herein include statements about the
proposed transaction and future benefits of the pending proposed transaction
between GE and BHA. The following factors, among others, could cause actual
results to differ materially from those described herein: failure to obtain
certain regulatory approvals; actions of the U.S., foreign and local
governments; failure of the requisite number of BHA stockholders to approve the
proposed transaction; the inability to successfully integrate the businesses of
GE and BHA; the costs related to the merger; the inability to achieve
cost-cutting synergies resulting from the merger; changing consumer or
marketplace trends; the general economic environment; potential or actual
litigation challenging the proposed transaction; and other economic, business,
competitive and/or regulatory factors affecting businesses generally. More
detailed information about those factors is set forth in filings to be made by
GE and BHA with the SEC. Neither GE nor BHA is under any obligation to (and
expressly disclaims any such obligation to) update or alter its forward-looking
statements whether as a result of new information, future events or otherwise.


                                       16
<PAGE>


C.   E-MAIL MESSAGE TO SELECTED CUSTOMERS DATED JUNE 1, 2004

Dear BHA Customer:

Attached is an important news release concerning the acquisition of BHA Group
Holdings, Inc. by GE Energy.

We believe this is an exciting time for our company and our customers because of
the increased technical and support capabilities we can provide as part of GE
Energy.

You can also access this press release from our website:
http://www.bha.com/corporate.asp?page=corporate_news.asp
--------------------------------------------------------

We appreciate your business over the years and look forward to providing you an
even higher level of service in the future.

Regards,

BHA Group


Important Legal Information
---------------------------

In connection with the proposed transaction, a proxy statement will be filed
with the U.S. Securities & Exchange Commission by BHA Group Holdings, Inc.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the proxy statement
when it becomes available, and other documents filed or furnished by BHA with
the SEC, at the SEC's website at www.sec.gov. The proxy statement and other
documents filed or furnished by BHA may also be obtained for free by directing a
request to BHA's Corporate Secretary at 1-800-821-2222.

BHA and its directors and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of BHA in connection with the
proposed transaction. Information about the directors and executive officers of
BHA is set forth in the proxy statement on Schedule 14A for BHA's annual meeting
of stockholders, as filed with the SEC on January 16, 2004. Additional
information regarding participants in the proxy solicitation may be obtained by
reading the proxy statement regarding the proposed transaction when it becomes
available. Investors may obtain a detailed list of names, affiliations and
interests of participants in the solicitation of proxies of BHA stockholders to
approve the merger at the following address: 8800 East 63rd Street, Kansas City,
Missouri, 64133.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS: This document contains certain
"forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. These statements are based on management's
current expectations and are naturally subject to uncertainty and changes in
circumstances. Actual results may vary materially from the expectations
contained herein. The forward-looking statements contained herein include
statements about the proposed transaction and future benefits of the pending
proposed transaction between GE and BHA. The following factors, among others,
could cause actual results to differ materially from those described herein:
failure to obtain certain regulatory approvals; actions of the U.S., foreign and
local governments; failure of the requisite number of BHA stockholders to
approve the proposed transaction; the inability to successfully integrate the
businesses of GE and BHA; the costs related to the merger; the inability to
achieve cost-cutting synergies resulting from the merger; changing consumer or
marketplace trends; the general economic environment; potential or actual
litigation challenging the proposed transaction; and other economic, business,
competitive and/or regulatory factors affecting businesses generally. More
detailed information about those factors is set forth in filings to be made by
GE and BHA with the SEC. Neither GE nor BHA is under any obligation to (and
expressly disclaims any such obligation to) update or alter its forward-looking
statements whether as a result of new information, future events or otherwise.


                                       17
<PAGE>


D.   E-MAIL MESSAGE TO SELECTED CUSTOMERS DATED JUNE 1, 2004

Dear SF Air Customer:

Attached is an important news release concerning the acquisition of BHA Group
Holdings, Inc. by GE Energy.

We believe this is an exciting time for our company and our customers because of
the increased technical and support capabilities we can provide as part of GE
Energy.

You can also access this press release from our website:
http://www.bha.com/corporate.asp?page=corporate_news.asp
--------------------------------------------------------

We appreciate your business over the years and look forward to providing you an
even higher level of service in the future.

Regards,

SF Air Filtration


Important Legal Information
---------------------------

In connection with the proposed transaction, a proxy statement will be filed
with the U.S. Securities & Exchange Commission by BHA Group Holdings, Inc.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the proxy statement
when it becomes available, and other documents filed or furnished by BHA with
the SEC, at the SEC's website at www.sec.gov. The proxy statement and other
documents filed or furnished by BHA may also be obtained for free by directing a
request to BHA's Corporate Secretary at 1-800-821-2222.

BHA and its directors and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of BHA in connection with the
proposed transaction. Information about the directors and executive officers of
BHA is set forth in the proxy statement on Schedule 14A for BHA's annual meeting
of stockholders, as filed with the SEC on January 16, 2004. Additional
information regarding participants in the proxy solicitation may be obtained by
reading the proxy statement regarding the proposed transaction when it becomes
available. Investors may obtain a detailed list of names, affiliations and
interests of participants in the solicitation of proxies of BHA stockholders to
approve the merger at the following address: 8800 East 63rd Street, Kansas City,
Missouri, 64133.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS: This document contains certain
"forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. These statements are based on management's
current expectations and are naturally subject to uncertainty and changes in
circumstances. Actual results may vary materially from the expectations
contained herein. The forward-looking statements contained herein include
statements about the proposed transaction and future benefits of the pending
proposed transaction between GE and BHA. The following factors, among others,
could cause actual results to differ materially from those described herein:
failure to obtain certain regulatory approvals; actions of the U.S., foreign and
local governments; failure of the requisite number of BHA stockholders to
approve the proposed transaction; the inability to successfully integrate the
businesses of GE and BHA; the costs related to the merger; the inability to
achieve cost-cutting synergies resulting from the merger; changing consumer or
marketplace trends; the general economic environment; potential or actual
litigation challenging the proposed transaction; and other economic, business,
competitive and/or regulatory factors affecting businesses generally. More
detailed information about those factors is set forth in filings to be made by
GE and BHA with the SEC. Neither GE nor BHA is under any obligation to (and
expressly disclaims any such obligation to) update or alter its forward-looking
statements whether as a result of new information, future events or otherwise.



                                       18
<PAGE>

E.   E-MAIL MESSAGE TO SELECTED VENDORS DATED JUNE 1, 2004

To our valued suppliers and business partners:

Attached is an important news release concerning the acquisition of BHA Group
Holdings, Inc. by GE Energy.

We believe this is an exciting time for our company because of the increased
technical and support capabilities we will be able to provide our customers as
part of GE Energy.

Per the news release, the acquisition is expected to close in late summer 2004.
Until then, we will continue to conduct business as we do today. We will keep
you updated throughout this process.


Regards,

BHA Group


Important Legal Information
---------------------------

In connection with the proposed transaction, a proxy statement will be filed
with the U.S. Securities & Exchange Commission by BHA Group Holdings, Inc.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the proxy statement
when it becomes available, and other documents filed or furnished by BHA with
the SEC, at the SEC's website at www.sec.gov. The proxy statement and other
documents filed or furnished by BHA may also be obtained for free by directing a
request to BHA's Corporate Secretary at 1-800-821-2222.

BHA and its directors and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of BHA in connection with the
proposed transaction. Information about the directors and executive officers of
BHA is set forth in the proxy statement on Schedule 14A for BHA's annual meeting
of stockholders, as filed with the SEC on January 16, 2004. Additional
information regarding participants in the proxy solicitation may be obtained by
reading the proxy statement regarding the proposed transaction when it becomes
available. Investors may obtain a detailed list of names, affiliations and
interests of participants in the solicitation of proxies of BHA stockholders to
approve the merger at the following address: 8800 East 63rd Street, Kansas City,
Missouri, 64133.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS: This document contains certain
"forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. These statements are based on management's
current expectations and are naturally subject to uncertainty and changes in
circumstances. Actual results may vary materially from the expectations
contained herein. The forward-looking statements contained herein include
statements about the proposed transaction and future benefits of the pending
proposed transaction between GE and BHA. The following factors, among others,
could cause actual results to differ materially from those described herein:
failure to obtain certain regulatory approvals; actions of the U.S., foreign and
local governments; failure of the requisite number of BHA stockholders to
approve the proposed transaction; the inability to successfully integrate the
businesses of GE and BHA; the costs related to the merger; the inability to
achieve cost-cutting synergies resulting from the merger; changing consumer or
marketplace trends; the general economic environment; potential or actual
litigation challenging the proposed transaction; and other economic, business,
competitive and/or regulatory factors affecting businesses generally. More
detailed information about those factors is set forth in filings to be made by
GE and BHA with the SEC. Neither GE nor BHA is under any obligation to (and
expressly disclaims any such obligation to) update or alter its forward-looking
statements whether as a result of new information, future events or otherwise.



                                       19

</TEXT>
</DOCUMENT>
</SUBMISSION>
