Foreign-Held Shares

BAE SYSTEMS PLC
1 May 2002

BAE SYSTEMS plc



BAE SYSTEMS - Level of Foreign-held Shares



BAE SYSTEMS announces that at 30 April 2002 the register of Foreign-held shares
maintained pursuant to Article 43 of the Company's Articles of Association
indicated that 1,521,506,628 shares representing 49.84% of the issued ordinary
share capital of the Company were foreign-held shares compared to the Aggregate
Foreign Shareholding Restriction limit of 49.5%.

As announced on 26 March 2002, the Secretary of State for Trade and Industry
gave her agreement on that date to the removal of the aggregate foreign
shareholding limit, which currently stands at 49.5%. The requirement that no
individual foreign shareholder, or group of foreign shareholders acting in
concert, can hold more than 15% of the shares remains unchanged.

Implementation of the change is subject to amendments to the Articles of
Association of the Company that require shareholder approval. Shareholder
approval is to be sought at the Annual General Meeting of the Company to be held
on 3 May 2002.

As the 49.5% limit has been breached prior to the Annual General Meeting, the
Company is obliged under its current Articles to send out notices requiring the
relevant number of foreign held shares to be transferred to another person such
that they cease to be foreign held shares. Because of the proposed amendments to
the Articles of Association, the terms of such notices will be that no transfer
will be required to take place until after the Annual General Meeting and, if
the amendments are approved, the notices will be withdrawn. However, shares
which are subject to any such notices will not be able to be voted at the Annual
General Meeting.



1 May 2002



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