Director/PDMR Shareholding

BAE SYSTEMS PLC
13 April 2006


NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
OR THEIR CONNNECTED PERSONS
     
1.   Notification made in accordance with and Rule 3.1.4(1)(a) and Rule
3.1.4(1)(b) of the Disclosure Rules

The Company granted the following options to the following Persons Discharging
Managerial Responsibility ('PDMRs') on 12 April 2006:


(i) BAE Systems Executive Share Option Plan:

Name of PDMR                                    Number of ordinary shares 
                                                under option granted

Chris Geoghegan                                 163,843
Michael Lester                                  198,890
Steve Mogford                                   163,843
Mark Ronald                                     200,944
George Rose                                     185,747
Mike Turner                                     457,359

The above options granted on 12 April 2006 are over ordinary shares of 2.5p each
in BAE Systems plc at an option price of 428p per share and are exercisable
between 12.04.09 and 12.04.16 subject to the attainment of performance
conditions.

(ii) BAE Systems Performance Share Plan:

Name of PDMR                                    Number of shares granted 
                                                under option

Chris Geoghegan                                 109,228
Michael Lester                                  132,593
Steve Mogford                                   109,228
Mark Ronald                                     133,962
George Rose                                     123,831
Mike Turner                                     304,906

The above contingent award of options granted on 12 April 2006 is over ordinary
shares of 2.5p each in BAE Systems plc at nil consideration.  The options are
exercisable between 12.04.09 and 12.04.13 subject to the attainment of
performance conditions.

     
2.   Notification made in accordance with and Rule 3.1.4(1)(a) of the
Disclosure Rules

The Company granted the following options to the following Persons Discharging
Managerial Responsibility ('PDMRs') on 12 April 2006:

(i) BAE Systems Executive Share Option Plan:

Name of PDMR                                    Number of ordinary shares 
                                                under option granted

Walt Havenstein                                 96,453
Alastair Imrie                                  113,901
Ian King                                        145,443
Tom Rabaut                                      120,566
Mike Rouse                                      110,397
Nigel Whitehead                                 84,112
Alison Wood                                     105,140

The above options granted on 12 April 2006 are over ordinary shares of 2.5p each
in BAE Systems plc at an option price of 428p per share and are exercisable
between 12.04.09 and 12.04.16 subject to the attainment of performance
conditions.

(ii) BAE Systems Performance Share Plan:

Name of PDMR                                    Number of shares granted 
                                                under option

Walt Havenstein                                 64,302
Alastair Imrie                                  75,934
Ian King                                        96,962
Tom Rabaut                                      80,377
Mike Rouse                                      73,598
Nigel Whitehead                                 56,074
Alison Wood                                     70,093



The above contingent award of options granted on 12 April 2006 is over ordinary
shares of 2.5p each in BAE Systems plc at nil consideration.  The options are
exercisable between 12.04.09 and 12.04.13 subject to the attainment of
performance conditions.


3.   Notification made in accordance with Rule 3.1.4(1)(a) of the
Disclosure Rules

The following PDMRs have purchased shares via the Restricted Share Plan and have
received from the Company the grant of a contingent award of shares under the
Restricted Share Plan:

(i) BAE Systems Restricted Share Plan

Name of PDMR             No. of shares acquired          No. of shares granted 
                                                         under contingent award

Walt Haverstein          34,166                          25,624
Tom Rabaut               13,666                          10,249


The ordinary shares of 2.5p acquired by the individual PDMRs via the Restricted
Share Plan were purchased on 12 April 2006 at 418p per share on the London Stock
Exchange and are held in the name of IFG Trust (Jersey) Limited.

The grant of the contingent awards of shares under the Restricted Share Plan was
at nil consideration on 12 April 2006.  The contingent awards of shares vest on
12 April 2009.

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

The Company was notified on 12 April 2006 by the trustee of the BAE Systems
Restricted Share Plan, IFG Trust (Jersey) Limited, that the unallocated balance
of 702,481 ordinary shares of 2.5p each in BAE Systems plc held in the ESOP
Trust has been fully allocated to individual participants in the Restricted
Share Plan and, as such, the executive directors of the Company have ceased to
have any technical interest in these shares.


13 April 2006




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