Director Shareholding

BAE SYSTEMS PLC
18 December 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

    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

    SHARES PURCHASED IN RELATION TO THE REINVESTMENT OF DIVIDEND IN DIVIDEND    
    REINVESTMENT PLAN

7)  Number of shares/amount of
    stock acquired

    259

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

    314.10 PENCE

13) Date of transaction

    30 NOVEMBER 2001

14) Date company informed

    18 DECEMBER 2001

15) Total holding following this notification

    39,090 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   18 DECEMBER 2001