Holding in Company

BAE Systems PLC
20 December 2000

                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     BAE SYSTEMS PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     CGNU PLC

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



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

     BNY (Nominees) Limited                        67,611
     BNY Norwich Union Nominees Limited        37,675,421
     BT Globenet Nominees Limited                  25,058
     Chase GA Group Nominees Limited           33,398,743
     Chase GA Pension Nominees Limited          2,056,777
     Chase Nominees Limited                        16,218
     CUIM Nominees Limited                     19,036,134
     Hibernian Investment Managers Limited        160,366
     State Street Bank Nominees Limited            20,113

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

9)   Class of security

     Ordinary shares of 2.5p each

10)  Date of transaction



11)  Date company informed

     20 December 2000

12)  Total holding following this notification

     92,456,441 ordinary shares
               
              
13)  Total percentage holding of issued class following this notification

     3.05%

14)  Any additional information



15)  Name of contact and telephone number for queries

     Ann-Louise Holding      Tel: [phone]

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

     Date of Notification: 20 December 2000