Director/PDMR Shareholding

BAE SYSTEMS PLC
24 February 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 been notified by the trustee of the BAE Systems Share Incentive
Plan, Hill Samuel ESOP Trustees Limited, that on 21 February  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 439 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                       29
Ian King                            29



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



The Company has been notified by the trustee of the BAE Systems Share Incentive
Plan, Hill Samuel ESOP Trustees Limited, that the trustee has transferred 5,040
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
109,274 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.



24 February 2006






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