Holding in Company

BAE Systems PLC
11 December 2000


                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

BAE SYSTEMS PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

CGNU PLC

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



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

BNY (Nominees) Limited                      67,611
BNY Norwich Union Nominees Limited      37,675,421
BT Globenet Nominees Limited                25,058
Chase GA Group Nominees Limited         31,393,743
Chase GA Pension Nominees Limited        2,056,777
Chase Nominees Limited                       9,218
CUIM Nominee Limited                    18,959,134
Hibernian Investment Managers Limited      160,366
State Street Bank Nominees Limited          10,113


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



11)  Date company informed

8 DECEMBER 2000

12)  Total holding following this notification

90,357,441 ORDINARY SHARES
               
              
13)  Total percentage holding of issued class following this notification

2.98%

14)  Any additional information

NOTIFICATION RECEIVED UNDER s198 CA85 AS A HOLDING EQUAL TO 3% OR MORE OF
COMPANY'S RELEVANT SHARE CAPITAL. ACTUAL PERCENTAGE HOLDING OF ISSUED CLASS IS
GIVEN IN (13) ABOVE

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 .....11 DECEMBER 2000........................