Holding in Company

BAE Systems PLC
21 September 2000


                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

BAE SYSTEMS PLC


2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

FRANKLIN RESOURCES AND ITS AFFILIATES


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

N/A


4)   Name of the registered holder(s) and, if more than one holder, the 
     number of shares held by each of them.

SEE SCHEDULE BELOW


5)   Number of shares/amount of stock acquired.

N/A


6)   ( N/A %) of issued Class

7)   Number of shares/amount of stock disposed

N/A


8)   ( N/A %) of issued Class

N/A


9)   Class of security

ORDINARY SHARES OF 2.5P


10)  Date of transaction

N/A


11)  Date company informed

21/09/00


12)  Total holding following this notification

150,315,466

               
              
13)  Total percentage holding of issued class following this notification

5.0054%


14)  Any additional information

N/A


15)  Name of contact and telephone number for queries

DAVID PARKES
01252 383857


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

     Date of Notification     22 SEPTEMBER 2000


                                   SCHEDULE 

                                BAE SYSTEMS PLC
                                        
                                   Outstanding Shares     3,002,452,000

Registered Holder               No. of Shares               % of Class

Chase Nominees Ltd.                97,173,260                 3.2365%
CEDE & Company (ADR)                5,260,364                 0.1752%
Bankers Trust Company               2,501,307                 0.0833%
State Street Nominees Limited      14,888,752                 0.4959%
Bank of New York Nominees           1,963,101                 0.0654%
Citibank Nominees Ltd.                971,615                 0.0324%
Bank of New York Europe Ltd.        7,670,799                 0.2555%
Deutsche Bank AG                      225,318                 0.0075%
HSBC Bank                           3,150,567                 0.1049%
Merrill Lynch                       3,293,707                 0.1097%
Northern Trust                      3,447,054                 0.1148%
Midland Bank PLC                    7,780,159                 0.2591%
Royal Trust Corporation of Canada   1,989,483                 0.0863%

TOTAL                             150,315,488                 5.0054%