Directors' Notification of Dealing in Shares

BAE Systems PLC
26 May 2000


Letter to Company Announcement Office

Schedule 11, Notification of Interests of Directors and Connected Persons

We write to inform you that we have today, 26 May, 2000 been notified of the
following release and sale of Ordinary shares of 2.5 pence each under the
Company's Performance Share Plan on Thursday 25th May, 2000.  The shares were
sold at a price of £4.24 per share.

Name          Date of          Date of           No of shares
              Grant            Release

Michael       02/05/96        02/05/2000              23,520
Turner        26/02/97        03/03/2000              12,514

TOTAL                                                 36,034 


From D.S.Parkes