Director/PDMR Shareholding

BAE SYSTEMS PLC
23 February 2007


NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITIES OR THEIR CONNECTED PERSONS

1.  Notification made in accordance with Section 324 (as extended by Section
328) of the Companies Act 1985 and Disclosure rules 3.1.4R(1)(a).

The Company was notified today that on 23 February 2007 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 Plans.

Some of the shares deriving from the above exercise of options were subsequently
disposed of on 23 February 2007 as indicated below.  These transactions took
place on the London Stock Exchange.

Name of PDMR              No. of shares under      Exercise price per  No. of shares sold  Price per share at
                          option exercised         share                                   which sold

Walt Havenstein*          91,675                   172 pence           91,675              455.25 pence
Steve Mogford             351,218                  172 pence           323,327             455.364 pence
George Rose               390,741                  172 pence           390,741             455.364 pence
George Rose               79,233                   329 pence           66,208              455.364 pence
Mike Turner               588,663                  172 pence           588,663             455.364 pence
Alastair Imrie            257,267                  172 pence           227,418             455.364 pence
Mike Rouse                239,826                  172 pence           239,826             455.364 pence
Nigel Whitehead           139,535                  172 pence           117,374             455.364 pence
Nigel Whitehead           9,960                    402 pence           9,567               455.364 pence
Nigel Whitehead           5,025                    398 pence           4,842               455.364 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 172 pence per share.

2.  Notification made in accordance with Section 324 (as extended by Section
328) of the Companies Act 1985 and Disclosure rules 3.1.4R(1)(a).

The Company was notified today that on 23 February 2007 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.  Some of the shares were subsequently disposed
of on 23 February 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

Ian King                     70,736                    34,522                    455.364 pence
Steve Mogford                78,048                    68,059                    455.364 pence
George Rose                  86,831                    86,831                    455.364 pence
Mike Turner                  130,814                   130,814                   455.364 pence
Alastair Imrie               57,170                    49,853                    455.364 pence
Mike Rouse                   53,294                    53,294                    455.364 pence
Nigel Whitehead              31,007                    23,070                    455.364 pence


3.  Notification made in accordance with Section 324 (as extended by Section
328) of the Companies Act 1985 and Disclosure rule 3.1.4R(1)(a) of the
Disclosure Rules.

The Company was yesterday notified by the trustee of the BAE Systems Share
Incentive Plan, Hill Samuel ESOP Trustees Limited, that on 21 February 2007 the
following Persons Discharging Managerial Responsibility ('PDMRs') purchased
ordinary shares of 2.5 pence each in BAE Systems plc under the Partnership
Shares element of the BAE Systems Share Incentive Plan at a price of 448.78
pence per share and were also awarded ordinary shares of 2.5p at nil
consideration under the Matching Shares element of the same share plan.  The
transactions took place on the London Stock Exchange.

The number of shares purchased or acquired by PDMRs is as follows:

Name of PDMR                 Number of BAE Systems plc             Number of BAE Systems plc
                             Ordinary shares purchased -           Ordinary shares acquired -
                             Partnership Shares                    Matching Shares

Steve Mogford                28                                    3
Ian King                     28                                    3

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

The Company was yesterday notified by the trustee of the BAE Systems Share
Incentive Plan, Hill Samuel ESOP Trustees Limited, that the trustee has a
balance of 123,284 ordinary shares of 2.5 pence each in BAE Systems plc in
Lloyds TSB Registrars Corporate Nominee Limited AESOP2 (unallocated shares).

Each of the executive directors, are deemed, along with certain other group
employees, to have an interest in the aggregate balance of 123,284 shares now
held by Lloyds TSB Registrars Corporate Nominee Ltd AESOP2 (unallocated shares):

23 February 2007


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