Director/PDMR Shareholding

BAE SYSTEMS PLC
23 May 2006



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 has today been notified by the trustee of the BAE Systems Share
Incentive Plan, Hill Samuel ESOP Trustees Limited, that on 22 May 2006 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 370.75
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 has today been notified by the trustee of the BAE Systems Share
Incentive Plan, Hill Samuel ESOP Trustees Limited, that the trustee has
transferred 10,658 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, are deemed, along
with certain other group employees, to have an interest in the aggregate balance
of 36,462 shares now held by Lloyds TSB Registrars Corporate Nominee Ltd AESOP2
(unallocated shares):

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


23 May 2006






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