Director Shareholding

BAE SYSTEMS PLC
07 June 2005

BAE Systems plc

Notification of change in Directors' Interests

The following directors have each acquired three ordinary shares of 2.5p each in
the share capital of BAE Systems plc following the reinvestment of dividends
payable on ordinary shares held in the BAE Systems Share Incentive Plan:

Christopher Geoghegan

Michael Lester

Steven Mogford

George Rose

Michael Turner

The shares were acquired at a price of 270.5 pence per share and are held in the
name of Hill Samuel ESOP Trustees Limited.





7 June 2005







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