Holding in Company

BAE Systems PLC
24 January 2001


                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     BAE SYSTEMS PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     FRANKLIN RESOURCES, INC AND 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



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

     CHASE NOMINEES LTD                    130,459,422
     CEDE & COMPANY (ADR)                    4,656,100
     BANKERS TRUST COMPANY                   2,510,956
     STATE STREET NOMINEES LIMITED          19,352,310
     BANK OF NEW YORK NOMINEES LTD           2,226,887
     CITIBANK NOMINEES LTD                     989,160
     BANK OF NEW YORK EUROPE LTD                65,486
     DEUTSCHE BANK AG                          225,849
     HSBC BANK                                 415,249
     MERRILL LYNCH                           3,454,851
     NORTHERN TRUST                          3,523,314
     CLYDESDALE BANK PLC                     2,749,900
     MIDLAND BANK PLC                        8,673,359
     ROYAL TRUST CORPORATION ON CANADA       9,924,296

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

     24 JANUARY 2001

12)  Total holding following this notification

     189,227,139 ORDINARY SHARES
               
              
13)  Total percentage holding of issued class following this notification

     6.227%

14)  Any additional information

     NOTIFICATION RECEIVED UNDER S198 CA85

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 ....24 JANUARY 2001............