Director Shareholding

BAE SYSTEMS PLC
2 May 2001

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    BAE SYSTEMS PLC

2)  NAME OF DIRECTOR

    GEORGE ROSE

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

    THE 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)

    GEORGE ROSE

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 OPTION OVER SHARES HELD IN THE PERFORMANCE SHARE PLAN AND GRANT
    OF OPTIONS UNDER THE SAYE SHARE OPTION SCHEME

7)  Number of shares/amount of
    stock acquired

    12,113

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

    NIL CONSIDERATION FOR EXERCISE OF OPTION

13) Date of transaction

    2 MAY 2001

14) Date company informed

    2 MAY 2001

15) Total holding following this notification

    244,940 ORDINARY SHARES

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 APRIL 2001

18) Period during which or date on which exercisable

    SIX MONTHS FROM 1 JUNE 2004

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

    NIL

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

    1,165 ORDINARY SHARES OF 2.5p EACH

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

    256 pence

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

    341,651 (SAYE & EXECUTIVE SHARE OPTION SCHEME)

23) Any additional information

    THE DIRECTOR ALSO CURRENTLY HOLDS CONTINGENT AWARDS OVER 20,179 ORDINARY    
    SHARES UNDER THE RESTRICTED SHARE PLAN AND CONTINGENT AWARDS/OPTIONS OVER   
    164,682 SHARES UNDER THE PERFORMANCE SHARE PLAN

24) Name of contact and telephone number for queries

    ANN-LOUISE HOLDING [phone]

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

    Date of Notification     2 MAY 2001
                            



                       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

    THE 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 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 OPTION OVER SHARES HELD IN THE PERFORMANCE SHARE PLAN AND GRANT
    OF OPTIONS UNDER THE SAYE SHARE OPTION SCHEME

7)  Number of shares/amount of
    stock acquired

    36,034

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

    NIL CONSIDERATION 

13) Date of transaction

    2 MAY 2001

14) Date company informed

    2 MAY 2001

15) Total holding following this notification

    870,450 ORDINARY SHARES

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 APRIL 2001

18) Period during which or date on which exercisable

    SIX MONTHS FROM 1 JUNE 2006

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

    NIL

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

    2,030 ORDINARY SHARES OF 2.5p EACH

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

    256 pence

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

    434,682 (SAYE & EXECUTIVE SHARE OPTION SCHEME)

23) Any additional information

    THE DIRECTOR ALSO CURRENTLY HOLDS CONTINGENT AWARDS OVER 60,508 ORDINARY    
    SHARES UNDER THE RESTRICTED SHARE PLAN AND CONTINGENT AWARDS/OPTIONS OVER   
    216,398 SHARES UNDER THE PERFORMANCE SHARE PLAN

24) Name of contact and telephone number for queries

    ANN-LOUISE HOLDING [phone]

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

    Date of Notification     2 MAY 2001



                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    BAE SYSTEMS PLC

2)  NAME OF DIRECTOR

    MICHAEL TURNER

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

    THE 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)

    MICHAEL TURNER

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 OPTION OVER SHARES HELD IN THE PERFORMANCE SHARE PLAN AND
    SUBSEQUENT SALE OF SHARES; GRANT OF OPTIONS UNDER THE SAYE SHARE OPTION     
    SCHEME

7)  Number of shares/amount of
    stock acquired

    36,034

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

    ACQUISITION - NIL CONSIDERATION 
    DISPOSAL    - 347.75 pence   

13) Date of transaction

    2 MAY 2001

14) Date company informed

    2 MAY 2001

15) Total holding following this notification

    238,859 ORDINARY SHARES

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 APRIL 2001

18) Period during which or date on which exercisable

    SIX MONTHS FROM 1 JUNE 2006

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

    NIL

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

    2,030 ORDINARY SHARES OF 2.5p EACH

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

    256 pence

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

    222,910 (SAYE & EXECUTIVE SHARE OPTION SCHEME)

23) Any additional information

    THE DIRECTOR ALSO CURRENTLY HOLDS CONTINGENT AWARDS OVER 52,045 ORDINARY    
    SHARES UNDER THE RESTRICTED SHARE PLAN AND CONTINGENT AWARDS/OPTIONS OVER   
    178,582 SHARES UNDER THE PERFORMANCE SHARE PLAN

24) Name of contact and telephone number for queries

    ANN-LOUISE HOLDING [phone]

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

    Date of Notification     2 MAY 2001
                            


                       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

    THE 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)

    MICHAEL LESTER

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

    GRANT OF OPTION UNDER THE SAYE SHARE OPTION SCHEME

7)  Number of shares/amount of
    stock acquired

    N/A

8)   (N/A %)
    of issued Class


9)  Number of shares/amount
    of stock disposed

    N/A

10)  ( N/A %)
    of issued Class



11) Class of security

    
12) Price per share

    

13) Date of transaction

    

14) Date company informed

    

15) Total holding following this notification

    475,438 ORDINARY SHARES

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 APRIL 2001

18) Period during which or date on which exercisable

    SIX MONTHS FROM 1 JUNE 2006

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

    NIL

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

    2,030 ORDINARY SHARES OF 2.5p EACH

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

    256 pence

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

    226,933 (SAYE & EXECUTIVE SHARE OPTION SCHEME)

23) Any additional information

    THE DIRECTOR ALSO CURRENTLY HOLDS CONTINGENT AWARDS OVER 17,315 ORDINARY    
    SHARES UNDER THE RESTRICTED SHARE PLAN; CONTINGENT AWARDS/OPTIONS OVER      
    114,344 SHARES UNDER THE PERFORMANCE SHARE PLAN; AND 144,692 £1 UNITS OF 
    CAPITAL AMORTISING LOAN STOCK

24) Name of contact and telephone number for queries

    ANN-LOUISE HOLDING [phone]

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

    Date of Notification     2 MAY 2001
                            

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    BAE SYSTEMS PLC

2)  NAME OF DIRECTOR

    STEVEN MOGFORD

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

    THE 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)

    STEVEN MOGFORD 

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

    GRANT OF OPTIONS UNDER THE SAYE SHARE OPTION SCHEME

7)  Number of shares/amount of
    stock acquired

    

8)   (N/A %)
    of issued Class


9)  Number of shares/amount
    of stock disposed

    N/A

10)  ( N/A %)
    of issued Class



11) Class of security

    

12) Price per share

    

13) Date of transaction

    

14) Date company informed

    

15) Total holding following this notification

    83,662 ORDINARY SHARES

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 APRIL 2001

18) Period during which or date on which exercisable

    SIX MONTHS FROM 1 JUNE 2006

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

    NIL

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

    1,212 ORDINARY SHARES OF 2.5p EACH

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

    256 pence

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

    260,244 (SAYE & EXECUTIVE SHARE OPTIONS)

23) Any additional information

    THE DIRECTOR ALSO CURRENTLY HOLDS CONTINGENT AWARDS OVER 15,969 ORDINARY    
    SHARES UNDER THE RESTRICTED SHARE PLAN AND CONTINGENT AWARDS/OPTIONS OVER   
    81,058 SHARES UNDER THE PERFORMANCE SHARE PLAN

24) Name of contact and telephone number for queries

    ANN-LOUISE HOLDING [phone]

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

    Date of Notification     2 MAY 2001