Director/PDMR Shareholding

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Simon Barnes

2

Reason for the notification

a)

Position/status

Managing Director, BAE Systems Saudi Arabia

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 19,688 unapproved share options under the Long Term Incentive Plan ("LTIP") and the subsequent sale of 8,399 shares, including those to satisfy income tax and NIC liabilities.

c)

Price(s) and volume(s)

d)

Aggregated information

- Aggregated volume

- Price

Exercise

Volume: 19,688

Price GBP: £101,196.32

Shares retained to settle the cost of exercise

Volume: 10,010

Price GBP: £101,201.10

Shares sold, including those to satisfy income tax and NIC liability

Volume: 8,399

Price GBP: £84,913.89

e)

Date of the transaction

Award made on 23-09-04

f)

Place of the transaction

XLON - London Stock Exchange

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Simon Barnes

2

Reason for the notification

a)

Position/status

Managing Director, BAE Systems Saudi Arabia

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

Award of performance shares under the LTIP in the form of nil cost options and the subsequent sale of 5,500 shares, including those to satisfy income tax and NIC liabilities.

c)

Price(s) and volume(s)

d)

Aggregated information

- Aggregated volume

- Price

Acquired

Volume: 6,336 shares

Price GBP: Nil

Shares sold, including those to satisfy income tax and NIC liability

Volume: 5,500

Price GBP: £55,605

e)

Date of the transaction

Award made on 23-09-04

f)

Place of the transaction

XLON - London Stock Exchange