Director Shareholding

BAE Systems PLC
24 November 2000


                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

BAE SYSTEMS PLC

2)  NAME OF DIRECTOR

MICHAEL LESTER

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 A NON-BENEFICIAL INTEREST

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



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

THE DIRECTOR NAMED IN 2 ABOVE HAS BEEN APPOINTED TRUSTEE OF VARIOUS TRUSTS OF
WHICH HE IS NOT A BENEFICIARY.

7)  Number of shares/amount of
    stock acquired

10,660,000 ORDINARY SHARES OF 2.5p

 3,776,876 CAPITAL AMORTISING LOAN STOCK

8)   (0.355%)

     (1.024%)
    of issued Class


9)  Number of shares/amount
    of stock disposed

N/A

10)  ( N/A %)
    of issued Class


11) Class of security

SEE (7) ABOVE


12) Price per share

N/A

13) Date of transaction

23 NOVEMBER 2000

14) Date company informed           

24 NOVEMBER 2000

15) Total holding following this notification

NON-BENEFICIAL INTEREST IN:
14,860,000 ORDINARY SHARES
 5,190,180 AMORTISING LOAN STOCK

(No change to director's beneficial interests)

16) Total percentage holding of issued class following this notification

0.495%
1.407%

     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

NO CHANGE TO DIRECTOR'S INTERESTS OVER OPTIONS

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     24 NOVEMBER 2000