Directors' Notification of Dealing in Shares

BAE Systems PLC
8 May 2000

Letter To:   Company Announcements Office

Schedule 11, Notification of Interests of Directors and Connected Persons

We write to inform you that we have today, Monday 8th May 2000 been notified of
the following grant of options under the Company's Executive Share Option
Scheme. This grant was made on Wednesday 3rd May, 2000 at an option price of
£3.98.

Name            Date of    No.of Options over    Total No.of shares over which
                Grant      Ordinary Shares       options are held following     
                                                this notification

Steven Lewis    03-03-00        87,940                  188,261
Mogford
  
The options are exerciseable from 3rd May, 2003 to 2nd May 2010.

Letter From:   BAE Systems Plc