Director Shareholding

BAE SYSTEMS PLC
13 June 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 4,644 SHARES HELD UNDER THE SAYE SHARE OPTION SCHEME
    AND SUBSEQUENT SALE OF 3,843 SHARES DERIVING FROM THE EXERCISE OF OPTION.

7)  Number of shares/amount of
    stock acquired

    4,644

8)   (N/A %)
    of issued Class

    Not significant

9)  Number of shares/amount
    of stock disposed

    3,483

10)  ( N/A %)
    of issued Class

    Not significant

11) Class of security

    ORDINARY SHARES OF 2.5P EACH

12) Price per share

    EXERCISE OF OPTION: 175.25p

    DISPOSAL: 351.5p

13) Date of transaction

    12 JUNE 2001

14) Date company informed

    12 JUNE 2001

15) Total holding following this notification

    246,101 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 also currently holds contingent awards over 20,179 ordinary    
    shares under the Restricted Share Plan; contingent awards/options over      
    164,682 shares under the Performance Share Plan; and options over 591,393   
    shares under the SAYE and Executive Share Option Plans.

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  13 JUNE 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 4,604 SHARES HELD UNDER THE SAYE SHARE OPTION SCHEME

7)  Number of shares/amount of
    stock acquired

4,604

8)   (N/A %)
    of issued Class

Not significant

9)  Number of shares/amount
    of stock disposed

N/A

10)  ( N/A %)
    of issued Class

N/A

11) Class of security

ORDINARY SHARES OF 2.5P EACH

12) Price per share

EXERCISE OF OPTION: 175.25P

13) Date of transaction

13 JUNE 2001

14) Date company informed

13 JUNE 2001

15) Total holding following this notification

243,463 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 ALSO CURRENTLY HOLDS CONTINGENT AWARDS OVER 52,045 ORDINARY SHARES
UNDER THE RESTRICTED SHARE PLAN; CONTINGENT AWARDS/OPTIONS OVER 178,582 SHARES
UNDER THE PERFORMANCE SHARE PLAN; AND OPTIONS OVER 489,651 SHARES THE SAYE AND
EXECUTIVE SHARE OPTION SCHEMES.

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    13 JUNE 2001                             

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

BAE SYSTEMS plc

2)  NAME OF DIRECTOR

SIR RICHARD EVANS

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 RICHARD EVANS

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 5,236 SHARES HELD UNDER THE SAYE SHARE OPTION SCHEME

7)  Number of shares/amount of
    stock acquired

5,236

8)   (N/A %)
    of issued Class

Not significant

9)  Number of shares/amount
    of stock disposed

N/A

10)  ( N/A %)
    of issued Class

N/A

11) Class of security

ORDINARY SHARES OF 2.5P EACH

12) Price per share

EXERCISE OF OPTION: 175.25P

13) Date of transaction

13 JUNE 2001

14) Date company informed

13 JUNE 2001

15) Total holding following this notification

417,482 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 ALSO CURRENTLY HOLDS CONTINGENT AWARDS OVER 74,813 ORDINARY SHARES
UNDER THE RESTRICTED SHARE PLAN; CONTINGENT AWARDS/OPTIONS OVER 326,407 SHARES
UNDER THE PERFORMANCE SHARE PLAN; AND OPTIONS OVER 422,977 SHARES THE SAYE AND
EXECUTIVE SHARE OPTION SCHEMES.

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    13 JUNE 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

92

8)   (N/A %)
    of issued Class

Not significant

9)  Number of shares/amount
    of stock disposed

N/A

10)  ( N/A %)
    of issued Class

N/A

11) Class of security

ORDINARY SHARES OF 2.5P EACH

12) Price per share

381.7 PENCE

13) Date of transaction

01 JUNE 2001

14) Date company informed

12 JUNE 2001

15) Total holding following this notification

38,534 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 ALSO CURRENTLY HOLDS CONTINGENT AWARDS OVER 15,327 ORDINARY SHARES
UNDER THE RESTRICTED SHARE PLAN; CONTINGENT AWARDS/OPTIONS OVER 101,213 SHARES
UNDER THE PERFORMANCE SHARE PLAN; OPTIONS OVER 450,779 SHARES UNDER THE SAYE AND
EXECUTIVE SHARE OPTION SCHEMES; AND 1,354 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    13 JUNE 2001