Director Shareholding

BAE Systems PLC
13 March 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 SHARE OPTION

7)  Number of shares/amount of
    stock acquired

     100,408

8)   ( %)
    of issued Class   -  Not significant


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

     122 PENCE

13) Date of transaction

     12 MARCH 2001

14) Date company informed

     12 MARCH 2001

15) Total holding following this notification

     209,791 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

     N/A

18) Period during which or date on which exercisable

     N/A

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

     N/A

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

     N/A

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

     N/A

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

     340,486

23) Any additional information

     The director also holds contingent awards over 20,179 ordinary shares under
     the Restricted Share Plan and over 227,643 ordinary 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   ANN-LOUISE HOLDING

   Date of Notification     13 March 2001                              



  
                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

     BAE SYSTEMS plc


2)  NAME OF DIRECTOR

     SIR CHARLES MASEFIELD

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)

     SIR CHARLES MASEFIELD

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

     REINVESTMENT OF DIVIDEND IN DIVIDEND REINVESTMENT PLAN

7)  Number of shares/amount of
    stock acquired

     148

8)   ( %)
    of issued Class   -  Not significant


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

     364.44 PENCE

13) Date of transaction

     18 DECEMBER 2000

14) Date company informed

     12 MARCH 2001

15) Total holding following this notification

     22,967 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

     N/A

18) Period during which or date on which exercisable

     N/A

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

     N/A

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

     N/A

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

     N/A

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

     198,732

23) Any additional information

     The director also holds:
     (i)  contingent awards over 101,213 ordinary shares 
          under Performance Share Plan.
     (ii) 1,354 CALS (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   ANN-LOUISE HOLDING

   Date of Notification     13 March 2001