Director Shareholding

BAE Systems PLC
22 November 2000

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    BAE SYSTEMS PLC

2)  NAME OF DIRECTOR

    JOHN WESTON

3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a
    non-beneficial interest or in the case of an individual holder
    if it is a holding of that person's spouse or children under the
    age of 18 or in respect of an non-beneficial interest

    NOTIFICATION RELATES TO DIRECTOR NAMED IN 2 ABOVE

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

    JOHN PIX WESTON

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    N/A

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    EXERCISE OF SUBSCRIPTION RIGHTS OVER 170 WARRANTS (AT 550 pence PER 
    WARRANT) REPRESENTING 680 ORDINARY SHARES OF 2.5p EACH    

7)  Number of shares/amount of
    stock acquired

    680

8)   (NOT SIGNIFICANT %)
    of issued Class


9)  Number of shares/amount
    of stock disposed

    N/A

10)  ( N/A %)
    of issued Class


11) Class of security

    ORDINARY SHARES OF 2.5p EACH

12) Price per share

    137.5 pence

13) Date of transaction

    21 NOVEMBER 2000

14) Date company informed

    21 NOVEMBER 2000

15) Total holding following this notification

    WARRANTS        -       0
    ORDINARY SHARES - 811,595

16) Total percentage holding of issued class following this notification

    NOT SIGNIFICANT

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information



24) Name of contact and telephone number for queries

    ANN-LOUISE HOLDING - Tel: [phone]

25) Name and signature of authorised company official responsible for
    making this notification

   Date of Notification      22 NOVEMBER 2000



                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    BAE SYSTEMS PLC

2)  NAME OF DIRECTOR

    Sir RICHARD EVANS

3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a
    non-beneficial interest or in the case of an individual holder
    if it is a holding of that person's spouse or children under the
    age of 18 or in respect of an non-beneficial interest

    NOTIFICATION RELATES TO DIRECTOR NAMED IN 2 ABOVE

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

    Sir RICHARD HARRY EVANS

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    N/A

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    EXERCISE OF SUBSCRIPTION RIGHTS OVER 1,503 WARRANTS (AT 550 pence PER 
    WARRANT) REPRESENTING 6.012 ORDINARY SHARES OF 2.5p EACH    

7)  Number of shares/amount of
    stock acquired

    6,012

8)   (NOT SIGNIFICANT %)
    of issued Class


9)  Number of shares/amount
    of stock disposed

    N/A

10)  ( N/A %)
    of issued Class


11) Class of security

    ORDINARY SHARES OF 2.5p EACH

12) Price per share

    137.5 pence

13) Date of transaction

    21 NOVEMBER 2000

14) Date company informed

    21 NOVEMBER 2000

15) Total holding following this notification

    WARRANTS        -       0
    ORDINARY SHARES - 390,193

16) Total percentage holding of issued class following this notification

    NOT SIGNIFICANT

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information



24) Name of contact and telephone number for queries

    ANN-LOUISE HOLDING - Tel: [phone]

25) Name and signature of authorised company official responsible for
    making this notification

   Date of Notification      22 NOVEMBER 2000



                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    BAE SYSTEMS PLC

2)  NAME OF DIRECTOR

    KEITH BROWN

3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a
    non-beneficial interest or in the case of an individual holder
    if it is a holding of that person's spouse or children under the
    age of 18 or in respect of an non-beneficial interest

    NOTIFICATION RELATES TO DIRECTOR NAMED IN 2 ABOVE

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

    MORSTAN NOMINEES LIMITED

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    NOMINEE FOR DIRECTOR NAMED IN 2 ABOVE

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    LAPSE OF SUBSCRIPTION RIGHTS OVER 73 WARRANTS (AT A SUBSCRIPTION PRICE OF
    550 pence PER WARRANT) REPRESENTING 292 ORDINARY SHARES OF 2.5p EACH    

7)  Number of shares/amount of
    stock acquired

    N/A

8)   (N/A %)
    of issued Class


9)  Number of shares/amount
    of stock disposed

    SEE 6 ABOVE

10)  ( NOT SIGNIFICANT %)
    of issued Class


11) Class of security

    SEE 6 ABOVE

12) Price per share

    SEE 6 ABOVE

13) Date of transaction

    21 NOVEMBER 2000

14) Date company informed

    21 NOVEMBER 2000

15) Total holding following this notification

    WARRANTS                                -       0
    NO CHANGE TO HOLDING IN ORDINARY SHARES -  38,884

16) Total percentage holding of issued class following this notification

    N/A

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information



24) Name of contact and telephone number for queries

    ANN-LOUISE HOLDING - Tel: [phone]

25) Name and signature of authorised company official responsible for
    making this notification

   Date of Notification      22 NOVEMBER 2000