Director Shareholding

BAE Systems PLC
18 April 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)



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

7)  Number of shares/amount of
    stock acquired

     23,036

8)   (NOT SIGNIFICANT)
    of issued Class



9)  Number of shares/amount
    of stock disposed



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

    10 APRIL 2001

14) Date company informed

    17 APRIL 2001

15) Total holding following this notification

     232,827 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) 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

    340,486

23) Any additional information

    THE DIRECTOR ALSO HOLDS CONTINGENT AWARDS OVER
    20,179 ORDINARY SHARES UNDER THE RESTRICTED SHARE
    PLAN AND OVER 176,795 ORDINARY SHARES UNDER THE
    PERFORMANCE SHARE PLAN.  OPTIONS OVER 27,812 SHARES
    UNDER THE PERFORMANCE SHARE PLAN LAPSED ON 1 MARCH 2001. 

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  18 APRIL 2001