Directors' Notification of Dealing in Shares

BAE Systems PLC
31 May 2000

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    BAE SYSTEMS PLC

2)  NAME OF DIRECTOR

    Sir RONALD HEMPEL

3)  Please state whether notification indicates that it is in respect of
    holding of the Director named in 2 above or holding of that person's
    spouse or children under the age of 18 or in respect of a non-beneficial
    interest



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 RONALD HEMPEL

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    DIRECTOR

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    WARRANT SUBSCRIPTION

7)  Number of shares/amount of
    stock acquired

    124

8)   (0.000004% )
    of issued Class

9)  Number of shares/amount
    of stock disposed



10)  (    % )
   of issued Class

11) Class of security

    ORDINARY SHARES

12) Price per share

N/A

13) Date of transaction

    15.05.2000

14) Date company informed

    23.5.2000

15) Total holding following this notification

3232

16) Total percentage holding of issued class following this notification

0.0001%

     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



23) Any additional information



24) Name of contact and telephone number for queries

    Mrs L GOODGE - 01252-383856

25) Name and signature of authorised company official responsible for
    making this notification

    Date of Notification.......25 MAY 2000...............