Director Shareholding

BAE SYSTEMS PLC
11 March 2002

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

 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 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)

    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

    EXERCISE OF OPTION OVER 12,514 SHARES HELD 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 SIGNIFICANT
    11) Class of security

    ORDINARY SHARES OF 2.5P EACH

    12) Price per share

    EXERCISE OF OPTION: NIL CONSIDERATION

    SALE OF SHARES: 355 PENCE

    13) Date of transaction

    7 MARCH 2002

    14) Date company informed

    9 MARCH 2002

    15) Total holding following this notification

    875,134 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

    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 currently holds contingent awards over 60,508 ordinary
    shares under the Restricted Share Plan; contingent awards/options over
    121,359 ordinary shares under the Performance Share Plan; and options over
    734,092 shares under the Executive Share Option Scheme and the SAYE Scheme.

    Options over 82,524 shares under contingent award under the Performance
    Share Plan lapsed on 1 March 2002.

    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 11 March 2002      Notification..................................

                                    SCHEDULE 11

            NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
 2. 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 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)

    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

    EXERCISE OF OPTION OVER 13,668 SHARES HELD UNDER THE PERFORMANCE SHARE PLAN
    AND SUBSEQUENT PART DISPOSAL OF SHARES

    7) Number of shares/amount of
    stock acquired

    13,668

    8) Percentage of issued class

    NOT SIGNIFICANT

    9) Number of shares/amount
    of stock disposed

    5,478

    10) Percentage of issued class


    NOT SIGNIFICANT
    11) Class of security

    ORDINARY SHARES OF 2.5P EACH

    12) Price per share

    EXERCISE OF OPTION: NIL CONSIDERATION

    SALE OF SHARES: 355 PENCE

    13) Date of transaction

    7 MARCH 2002

    14) Date company informed

    9 MARCH 2002

    15) Total holding following this notification

    91,852 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

    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 currently holds contingent awards over 15,969 ordinary
    shares under the Restricted Share Plan; contingent awards/options over
    42,779 ordinary shares under the Performance Share Plan; and options over
    471,940 shares under the Executive Share Option Scheme and the SAYE Scheme.

    Options over 24,611 shares under contingent award under the Performance
    Share Plan lapsed on 1 March 2002.

    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 11 March 2002      Notification..................................


                                    SCHEDULE 11

            NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
 3. Name of company

    BAE SYSTEMS plc

    2) Name of director

    SIR RICHARD EVANS

    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)

    SIR RICHARD EVANS

    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

    LAPSE OF OPTION ON 1 MARCH 2002 OVER 110,194 SHARES HELD UNDER CONTINGENT
    AWARD UNDER THE PERFORMANCE SHARE PLAN

    7) Number of shares/amount of
    stock acquired

    N/A

    8) Percentage of issued class

    NOT SIGNIFICANT

    9) Number of shares/amount
    of stock disposed

    N/A

    10) Percentage of issued class


    NOT SIGNIFICANT
    11) Class of security

    ORDINARY SHARES OF 2.5P EACH

    12) Price per share

    N/A

    13) Date of transaction

    N/A

    14) Date company informed

    N/A

    15) Total holding following this notification

    417,482 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

    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 currently also holds contingent awards over 74,813 ordinary
    shares under the Restricted Share Plan; contingent awards/options over
    226,213 ordinary shares under the Performance Share Plan; and options over
    422,977 shares under the Executive Share Option Scheme and the SAYE Scheme.


    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

                                    SCHEDULE 11

            NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
 4. 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

    LAPSE OF OPTION ON 1 MARCH 2002 OVER 57,281 SHARES HELD UNDER CONTINGENT
    AWARD UNDER THE PERFORMANCE SHARE PLAN

    7) Number of shares/amount of
    stock acquired

    N/A

    8) Percentage of issued class

    NOT SIGNIFICANT

    9) Number of shares/amount
    of stock disposed

    N/A

    10) Percentage of issued class


    NOT SIGNIFICANT
    11) Class of security

    ORDINARY SHARES OF 2.5P EACH

    12) Price per share

    N/A

    13) Date of transaction

    N/A

    14) Date company informed

    N/A

    15) Total holding following this notification

    243,463 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

    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 currently also holds contingent awards over 52,045 ordinary
    shares under the Restricted Share Plan; contingent awards/options over
    121,300 ordinary shares under the Performance Share Plan; and options over
    489,651 shares under the Executive Share Option Scheme and the SAYE Scheme.


    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



                                    SCHEDULE 11

            NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
 5. Name of company

    BAE SYSTEMS plc

    2) Name of director

    GEORGE ROSE

    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)

    GEORGE ROSE

    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

    LAPSE OF OPTION ON 1 MARCH 2002 OVER 57,281 SHARES HELD UNDER CONTINGENT
    AWARD UNDER THE PERFORMANCE SHARE PLAN

    7) Number of shares/amount of
    stock acquired

    N/A

    8) Percentage of issued class

    NOT SIGNIFICANT

    9) Number of shares/amount
    of stock disposed

    N/A

    10) Percentage of issued class


    NOT SIGNIFICANT
    11) Class of security

    ORDINARY SHARES OF 2.5P EACH

    12) Price per share

    N/A

    13) Date of transaction

    N/A

    14) Date company informed

    N/A

    15) Total holding following this notification

    246,101 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

    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 currently also holds contingent awards over 20,179 ordinary
    shares under the Restricted Share Plan; contingent awards/options over
    107,401 ordinary shares under the Performance Share Plan; and options over
    591,393 shares under the Executive Share Option Scheme and the SAYE Scheme.



        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








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