Director/PDMR Shareholding

BAE SYSTEMS PLC
02 April 2007




NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
OR THEIR CONNNECTED PERSONS





1.         Notification made in accordance with Rule 3.1.4(1)(a) and Rule 3.1.4
(1)(b) of the Disclosure Rules



The Company was notified on 30 March 2007 that Chris Geoghegan, a Person
Discharging Managerial Responsibilities, sold 4,500 ordinary shares of 2.5 pence
each in BAE Systems plc on 30 March 2007 at 461.25 pence per share, and that
Rosemary Geoghegan, a person connected to Chris Geoghegan, sold 27,500 ordinary
shares of 2.5 pence each in BAE Systems plc on 30 March 2007 at 461.25 pence per
share.  These transactions took place on the London Stock Exchange.





2.         Notification made in accordance with Rule 3.1.4(1)(a) and Rule 3.1.4
(1)(b) of the Disclosure Rules



(i)   The Company was notified on 30 March 2007 that the following Persons
Discharging Managerial Responsibilities (PDMRs) exercised options over ordinary
shares of  2.5 pence each in BAE Systems plc under the BAE Systems Executive
Share Option Plan at consideration of 201 pence per share on 30 March 2007.



Some of the shares deriving from the above exercise of options were subsequently
disposed of on 30 March 2007 as indicated below.  These transactions took place
on the London Stock Exchange.


Name of PDMR                 No. of shares under       No. of shares sold        Price per share at
                             option exercised                                    which sold
Walt Havenstein*             67,167                    67,167                    457.5 pence
Alastair Imrie               220,149                   204,452                   456 pence
Steve Mogford                315,447                   315,447                   456 pence
George Rose                  345,149                   246,586                   456.75 pence
Mike Turner                  544,776                   544,776                   456 pence
Nigel Whitehead              149,253                   127,970                   456 pence



* In the case of Walt Havenstein, the exercise relates to an award under the
Stock Appreciation Rights (SAR) schedule to the BAE Systems Executive Share
Option Plan for which the SAR reference price for the calculation of the profit
was 201 pence per share.





(ii)   The Company was notified on 30 March 2007 that the following Persons
Discharging Managerial Responsibilities (PDMRs) exercised options over ordinary
shares of  2.5 pence each in BAE Systems plc under the BAE Systems Performance
Share Plan at nil consideration on 30 March 2007.  Some of the shares were
subsequently disposed of on 30 March 2007 as indicated below.  These
transactions took place on the London Stock Exchange.




Name of PDMR                 No. of shares under       No. of shares sold        Price per share at
                             option exercised                                    which sold
Chris Geoghegan              78,048                    38,091                    459 pence
Chris Geoghegan              70,099                    34,212                    459 pence
Walt Havenstein*             26,454                    26,454                    457.5 pence
Alastair Imrie               48,924                    42,662                    456 pence
Ian King                     60,533                    29,543                    456 pence
Steve Mogford                70,099                    70,099                    456 pence
George Rose                  76,699                    37,432                    456.75 pence
Mike Turner                  121,061                   121,061                   456 pence
Nigel Whitehead              33,168                    24,678                    456 pence



* In the case of Walt Havenstein, the exercise relates to an award under the
Stock Appreciation Rights (SAR) schedule to the BAE Systems Performance Share
Plan.





3. Notification made in accordance with and Rule 3.1.4(1)(a) and Rule 3.1.4(1)
(b) of the Disclosure Rules



The Company granted the following options to the following Persons Discharging
Managerial Responsibility ('PDMRs') on 30 March 2007:



(i) BAE Systems Executive Share Option Plan:


Name of PDMR                                       Number of shares granted under option
Philip Bramwell                                    114,879
Chris Geoghegan                                    160,831
Walt Havenstein                                    125,315
Alastair Imrie                                     119,803
Ian King                                           173,960
George Rose                                        183,807
Mike Rouse                                         111,597
Mike Turner                                        465,262
Nigel Whitehead                                    114,879
Alison Wood                                        103,391



The above options granted on 30 March 2007 are over ordinary shares of 2.5p each
in BAE Systems plc at an option price of 457p per share and are exercisable
between 30.03.10 and 30.03.17 subject to the attainment of performance
conditions.





(ii) BAE Systems Performance Share Plan:


Name of PDMR                                       Number of shares granted under option
Philip Bramwell                                    76,586
Chris Geoghegan                                    107,221
Walt Havenstein*                                   125,315
Alastair Imrie                                     79,869
Ian King                                           115,973
George Rose                                        122,538
Mike Rouse                                         74,398
Mike Turner                                        310,175
Nigel Whitehead                                    76,586
Alison Wood                                        68,927



The above contingent awards of options granted on 30 March 2007 are over
ordinary shares of 2.5p each in BAE Systems plc at nil consideration.  The
options are exercisable between 30.03.10 and 30.03.14 subject to the attainment
of performance conditions.



* In the case of Walt Havenstein, a conditional award of shares was granted on
30 March 2007 over ordinary shares of 2.5p each BAE Systems plc at nil
consideration as set out above.  The award vests between 30.03.10 and 30.03.14
subject to the attainment of performance conditions.





4.  Notification made in accordance with Rule 3.1.4R(1)(a) and Rule 3.1.4(1)(b)
of the Disclosure Rules.



The Company was notified on 30 March 2007 by the trustee of the BAE Systems
Share Incentive Plan, Hill Samuel ESOP Trustees Limited, that the trustee (i)
purchased 2,427,004 ordinary shares of 2.5 pence each in BAE Systems plc on 29
March 2007 at a price of 460.52 pence per share and (ii) purchased 665,663
ordinary shares of 2.5 pence each in BAE Systems plc on 30 March 2007 at a price
of 460.19 pence per share.  The transactions took place on the London Stock
Exchange.  The shares were purchased for participants under the Free Shares
element of the BAE Systems Share Incentive Plan and its Australian equivalent.
The shares are held in the name of Lloyds TSB Registrars Corporate Nominee
Limited.



Awards of shares under the Share Incentive Plan were granted on 30 March 2007 to
eligible employees including the following PDMRs:




Name of PDMR                        Number of BAE Systems plc
                                    Ordinary shares acquired


Chris Geoghegan                     91
Alastair Imrie                      91
Ian King                            91
Steve Mogford                       91
George Rose                         91
Mike Rouse                          91
Mike Turner                         91
Nigel Whitehead                     91
Alison Wood                         91



No consideration was paid for the grant of the award.





2 April 2007




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