Director/PDMR Shareholding

BAE SYSTEMS PLC
23 August 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 23 August 2005 by the trustee of the BAE Systems
Share Incentive Plan, Hill Samuel ESOP Trustees Limited, that on 22 August 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 3.255 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                       38
Ian King                            38

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

The Company was notified on 23 August 2005 by the trustee of the BAE Systems
Share Incentive Plan, Hill Samuel ESOP Trustees Limited, that on 22 August 2005
the trustee transferred 10,800 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
66,484 shares now held by Lloyds TSB Registrars Corporate Nominee Ltd AESOP2
(unallocated shares):
     
•    Chris Geoghegan
•    Michael Lester
•    Steve Mogford
•    George Rose
•    Mike Turner.


23 August 2005


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