Director/PDMR Shareholding

BAE SYSTEMS PLC
22 December 2005



NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
OR THEIR CONNECTED PERSONS


1.  Notification made in accordance with Section 324 (as extended by Section
328) of the Companies Act 1985 and Disclosure rule 3.1.4R(1)(a) of the
Disclosure Rules.


The Company was notified on 22 December 2005 by the trustee of the BAE Systems
Share Incentive Plan, Hill Samuel ESOP Trustees Limited, that on 21 December
2005 the following Persons Discharging Managerial Responsibility ('PDMRs')
purchased ordinary shares of 2.5 pence each in BAE Systems plc under the
Partnership Shares element of the BAE Systems Share Incentive Plan at a price of
363.5 pence per share.  The transactions took place on the London Stock
Exchange.  The shares are held in the name of Lloyds TSB Registrars Corporate
Nominee Limited.


The number of shares purchased by PDMRs is as follows:

Name of PDMR                        Number of BAE Systems plc
                                    Ordinary shares acquired

Steve Mogford                       34
Ian King                            34



2.  Notification made in accordance with Disclosure rule 3.1.4R(1)(b) of the
Disclosure Rules.



The Company was notified on 22 December 2005 by the trustee of the BAE Systems
Share Incentive Plan, Hill Samuel ESOP Trustees Limited, that the trustee has
transferred 1,872 ordinary shares of 2.5 pence each in BAE Systems plc for nil
consideration from Lloyds TSB Registrars Corporate Nominee Limited AESOP1
(allocated shares) to Lloyds TSB Registrars Corporate Nominee Limited AESOP2
(unallocated shares).  The transfer was made following the forfeiture of shares,
under the Rules of the BAE Systems Share Incentive Plan, from participants who
have left the BAE Systems group.



Each of the following individuals, as executive directors and potential
participants in the BAE Systems Share Incentive Plan, are deemed, along with
certain other group employees, to have an interest in the aggregate balance of
101,044 shares now held by Lloyds TSB Registrars Corporate Nominee Ltd AESOP2
(unallocated shares):



•   Chris Geoghegan
•   Michael Lester
•   Steve Mogford
•   George Rose
•   Mike Turner.


22 December 2005






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