Director Shareholding

BAE SYSTEMS PLC
14 March 2002

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


        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 a 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

        EXERCISE OF OPTION OVER 12,514 SHARES UNDER CONTINGENT AWARD UNDER THE
        PERFORMANCE SHARE PLAN AND SUBSEQUENT DISPOSAL OF SHARES

        7) Number of shares/amount of
        stock acquired

        12,514

        8) Percentage of issued class

        NOT SIGNIFICANT

        9) Number of shares/amount
        of stock disposed

        12,514

        10) Percentage of issued class

        NOT SIGNIFCANT

        11) Class of security

        ORDINARY SHARES OF 2.5P EACH

        12) Price per share

        EXERCISE: NIL CONSIDERATION

        DISPOSAL: 344.5 PENCE PER SHARE

        13) Date of transaction

        14 MARCH 2002

        14) Date company informed

        14 MARCH 2002

        15) Total holding following this notification

        243,463

        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

        N/A

        18) Period during which or date on which exercisable

        N/A

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

        N/A

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

        N/A

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

        N/A

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

        SEE 23 BELOW

        23) Any additional information

        THE DIRECTOR ALSO HOLDS CONTINGENT AWARDS OVER 52,045 SHARES UNDER THE
        RESTRICTED SHARE PLAN, CONTINGENT AWARDS/OPTIONS OVER 108,786 SHARES
        UNDER THE PERFORMANCE SHARE PLAN AND OPTIONS OVER 489,651 SHARES UNDER
        THE EXECUTIVE AND SAYE SHARE OPTION SCHEMES

        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

    ANN-LOUISE HOLDING

    Date of Notification..................................

    14 MARCH 2002




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