Director/PDMR Shareholding

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Edward Gelsthorpe

2

Reason for the notification

a)

Position/status

Group General Counsel

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

BAE Systems plc

b)

LEI

8SVCSVKSGDWMW2QHOH83

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 2.5p each in BAE Systems plc

GB0002634946

b)

Nature of the transaction

Exercise of 21,631 performance shares under the BAE Systems Long Term Incentive Plan (LTIP) and the subsequent sale of 15,917 shares, including those sold to satisfy tax liabilities.

c)

Price(s) and volume(s)

d)

Aggregated information

- Aggregated volume

- Price

Exercise

Volume:  21,631

Price GBP: £0

Shares sold including those to satisfy income tax liabilities

Volume:  15,917

Price GBP: £ 209,361.47

e)

Date of the transaction

24-04-04

f)

Place of the transaction

XLON - London Stock Exchange

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Edward Gelsthorpe

2

Reason for the notification

a)

Position/status

Group General Counsel

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

BAE Systems plc

b)

LEI

8SVCSVKSGDWMW2QHOH83

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 2.5p each in BAE Systems plc

GB0002634946

b)

Nature of the transaction

Exercise of 22,208 options under the BAE Systems Long Term Incentive Plan (LTIP) and the subsequent sale of 10,127 shares, including those sold to satisfy tax liabilities.

c)

Price(s) and volume(s)

d)

Aggregated information

- Aggregated volume

- Price

Exercise

Volume:  22,208

Price GBP: £ 111,017.79

Shares retained to settle the cost of exercise

Volume:  8,441

Price GBP: £111,027.22

Shares sold including those to satisfy income tax liabilities

Volume:  10,127

Price GBP: £ 133,203.72

e)

Date of the transaction

24-04-04

f)

Place of the transaction

XLON - London Stock Exchange