Holding in Company

BAE SYSTEMS PLC
18 December 2001


                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     BAE SYSTEMS PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     BRANDES INVESTMENT PARTNERS, L.P.

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

     18

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

     NOT DISCLOSED OTHER THAN THAT THE REGISTERED HOLDERS ARE APPROXIMATELY
     435 CUSTODIAN BANKS UNAFFILIATED WITH BRANDES.

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

     NOT DISCLOSED. FIGURES GIVEN AS AT 7 DECEMBER 2001

11)  Date company informed

     18 DECEMBER 2001

12)  Total holding following this notification

     119,079,240 ORDINARY SHARES 
     25,399,509 AMERICAN DEPOSITARY RECEIPTS (REPRESENTING 101,598,036
     UNDERLYING ORDINARY SHARES)
               
13)  Total percentage holding of issued class following this notification

     7.2%

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 ......18 DECEMBER 2001..................