Director Shareholding

BAE Systems PLC
3 April 2001

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    BAE SYSTEMS PLC

2)  NAME OF DIRECTOR

    JOHN WESTON

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 or in respect of an non-beneficial interest

    THE DIRECTOR NAMED IN 2 ABOVE

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

    JOHN WESTON

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    N/A

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    RELEASE OF SHARES UNDER THE RESTRICTED SHARE PLAN

    TRANSFER INTO OWN NAME OF 4,444 SHARES PREVIOUSLY HELD BY BAE SYSTEMS PLC
    ESOP TRUST AS CONTINGENT AWARD UNDER THE RESTRICTED SHARE PLAN

    TRANSFER INTO OWN NAME OF 13,300 SHARES HELD BY BAE SYSTEMS PLC ESOP TRUST
    AS BARE TRUSTEE UNDER THE RESTRICTED SHARE PLAN

7)  Number of shares/amount of
    stock acquired

    4,444

8)   (NOT SIGNIFICANT %)
    of issued Class


9)  Number of shares/amount
    of stock disposed



10)  ( N/A %)
    of issued Class


11) Class of security

    ORDINARY SHARES OF 2.5p EACH

12) Price per share

    NIL CONSIDERATION

13) Date of transaction

    2 APRIL 2001

14) Date company informed

    2 APRIL 2001

15) Total holding following this notification

    816,039 ORDINARY SHARES

16) Total percentage holding of issued class following this notification

    NOT SIGNIFICANT

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification

    SEE 23 BELOW

23) Any additional information

    THE DIRECTOR CURRENTLY HOLDS CONTINGENT AWARDS OVER 42,131 ORDINARY SHARES
    UNDER THE RESTRICTED SHARE PLAN, CONTINGENT AWARDS/OPTIONS OVER 252,431 
    ORDINARY SHARES UNDER THE PERFORMANCE SHARE PLAN; AND OPTIONS OVER 432,652
    SHARES UNDER THE EXECUTIVE SHARE OPTION SCHEME AND THE SAYE SCHEME. OPTIONS
    OVER 65,546 SHARES UNDER THE PERFORMANCE SHARE PLAN LAPSED ON 1 MARCH 2001 

24) Name of contact and telephone number for queries

    ANN-LOUISE HOLDING - [phone]

25) Name and signature of authorised company official responsible for
    making this notification

   Date of Notification       3 APRIL 2001
                          



                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    BAE SYSTEMS PLC

2)  NAME OF DIRECTOR

    MICHAEL TURNER

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 or in respect of an non-beneficial interest

    THE DIRECTOR NAMED IN 2 ABOVE

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

    MICHAEL TURNER

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    N/A

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    RELEASE OF SHARES UNDER THE RESTRICTED SHARE PLAN

    TRANSFER INTO OWN NAME OF 1,008 SHARES PREVIOUSLY HELD BY BAE SYSTEMS PLC
    ESOP TRUST AS CONTINGENT AWARD UNDER THE RESTRICTED SHARE PLAN

    TRANSFER INTO OWN NAME OF 3,020 SHARES HELD BY BAE SYSTEMS PLC ESOP TRUST
    AS BARE TRUSTEE UNDER THE RESTRICTED SHARE PLAN

7)  Number of shares/amount of
    stock acquired

    1,008

8)   (NOT SIGNIFICANT %)
    of issued Class


9)  Number of shares/amount
    of stock disposed



10)  ( N/A %)
    of issued Class


11) Class of security

    ORDINARY SHARES OF 2.5p EACH

12) Price per share

    NIL CONSIDERATION

13) Date of transaction

    2 APRIL 2001

14) Date company informed

    2 APRIL 2001

15) Total holding following this notification

    222,386 ORDINARY SHARES

16) Total percentage holding of issued class following this notification

    NOT SIGNIFICANT

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification

    SEE 23 BELOW

23) Any additional information

    THE DIRECTOR CURRENTLY HOLDS CONTINGENT AWARDS OVER 35,580 ORDINARY SHARES
    UNDER THE RESTRICTED SHARE PLAN, CONTINGENT AWARDS/OPTIONS OVER 214,616 
    ORDINARY SHARES UNDER THE PERFORMANCE SHARE PLAN; AND OPTIONS OVER 220,880
    SHARES UNDER THE EXECUTIVE SHARE OPTION SCHEME AND THE SAYE SCHEME. OPTIONS
    OVER 65,564 SHARES UNDER THE PERFORMANCE SHARE PLAN LAPSED ON 1 MARCH 2001 

24) Name of contact and telephone number for queries

    ANN-LOUISE HOLDING - [phone]

25) Name and signature of authorised company official responsible for
    making this notification

   Date of Notification       3 APRIL 2001
                          

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    BAE SYSTEMS PLC

2)  NAME OF DIRECTOR

    STEVEN MOGFORD

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 or in respect of an non-beneficial interest

    THE DIRECTOR NAMED IN 2 ABOVE

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

    STEVEN MOGFORD

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    N/A

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    RELEASE OF SHARES UNDER THE RESTRICTED SHARE PLAN

    TRANSFER INTO OWN NAME OF 672 SHARES PREVIOUSLY HELD BY BAE SYSTEMS PLC
    ESOP TRUST AS CONTINGENT AWARD UNDER THE RESTRICTED SHARE PLAN

    TRANSFER INTO OWN NAME OF 2,012 SHARES HELD BY BAE SYSTEMS PLC ESOP TRUST
    AS BARE TRUSTEE UNDER THE RESTRICTED SHARE PLAN

7)  Number of shares/amount of
    stock acquired

    672

8)   (NOT SIGNIFICANT %)
    of issued Class


9)  Number of shares/amount
    of stock disposed



10)  ( N/A %)
    of issued Class


11) Class of security

    ORDINARY SHARES OF 2.5p EACH

12) Price per share

    NIL CONSIDERATION

13) Date of transaction

    2 APRIL 2001

14) Date company informed

    2 APRIL 2001

15) Total holding following this notification

    70,798 ORDINARY SHARES

16) Total percentage holding of issued class following this notification

    NOT SIGNIFICANT

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification

    SEE 23 BELOW

23) Any additional information

    THE DIRECTOR CURRENTLY HOLDS CONTINGENT AWARDS OVER 3,105 ORDINARY SHARES
    UNDER THE RESTRICTED SHARE PLAN, CONTINGENT AWARDS/OPTIONS OVER 81,058 
    ORDINARY SHARES UNDER THE PERFORMANCE SHARE PLAN; AND OPTIONS OVER 259,032
    SHARES UNDER THE EXECUTIVE SHARE OPTION SCHEME AND THE SAYE SCHEME. OPTIONS
    OVER 24,672 SHARES UNDER THE PERFORMANCE SHARE PLAN LAPSED ON 1 MARCH 2001 

24) Name of contact and telephone number for queries

    ANN-LOUISE HOLDING - [phone]

25) Name and signature of authorised company official responsible for
    making this notification

   Date of Notification       3 APRIL 2001