Director Shareholding

BAE Systems PLC
29 March 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

     EXERCISE OF OPTION UNDER THE PERFORMANCE SHARE PLAN AND SUBSEQUENT PARTIAL 
     SALE OF SHARES DERIVING FROM EXERCISE

7)  Number of shares/amount of
    stock acquired

     17,918

8)   (N/A %)
    of issued Class - Not significant


9)  Number of shares/amount
    of stock disposed

    3,358

10)  ( N/A %)
    of issued Class


11) Class of security

     ORDINARY SHARES OF 2.5P EACH


12) Price per share

    ACQUISITION: NIL CONSIDERATION FOR EXERCISE OF OPTION:

    DISPOSAL:  324.5 pence

13) Date of transaction

     21 MARCH 2001

14) Date company informed

     29 MARCH 2001

15) Total holding following this notification

     70,126 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

     See 23 below

23) Any additional information

     The director holds currently contingent awards over 3,777 ordinary shares  
     under the Restricted Share Plan; contingent awards/options over 81,058     
     ordinary shares under the Performance Share Plan; and options over 259,032 
     shares under the Executive Share Option Scheme and the SAYE Scheme.

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                                 

    29 March 2001