Director Shareholding

BAE SYSTEMS PLC
04 December 2002

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company
BAE SYSTEMS plc

2. Name of director
Sir Charles Masefield

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
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)
 1. Sir Charles Masefield - 517 ordinary shares
 2. Lloyds TSB Registrars Corporate Nominee Limited - 89 ordinary shares


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
Reinvestment of dividend under Dividend Reinvestment Plan

7. Number of shares / amount of stock acquired
606

8. Percentage of issued class
Not significant

9. Number of shares/amount of stock disposed
N/A

10. Percentage of issued class
N/A

11. Class of security
Ordinary shares of 2.5p each

12. Price per share
170.26 pence

13. Date of transaction
29 November 2002

14. Date company informed
3 December 2002

15. Total holding following this notification
59,216

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
708,952 (Share Option Plan/SAYE)

23. Any additional information
The director also has interests in contingent awards over 30,411 shares under the Restricted Share Plan,
contingent awards/options over 101,213 shares under the Performance Share Plan, and in 1,345 CALS (Capital
Amortising Loan Stock)

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, Assistant Company Secretary

Date of Notification
4 December 2002



                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. 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
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)
N/A

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 over 2,216 shares under the SAYE share option scheme

7. Number of shares / amount of stock acquired
N/A

8. Percentage of issued class
N/A

9. Number of shares/amount of stock disposed
N/A

10. Percentage of issued class
N/A

11. Class of security
Ordinary shares of 2.5p each

12. Price per share
Nil consideration on lapse. Option price: 270.5 pence

13. Date of transaction
1 December 2002

14. Date company informed
3 December 2002

15. Total holding following this notification
259,702

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
765,949 (Share Option Plan/SAYE)

23. Any additional information
The director also has interests in contingent awards over 55,863 shares under the Restricted Share Plan
and contingent awards/options over 108,786 shares under the Performance Share Plan.

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, Assistant Company Secretary

Date of Notification
4 December 2002



                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. 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
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)
N/A

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 over 3,468 shares under SAYE share option scheme

7. Number of shares / amount of stock acquired
N/A

8. Percentage of issued class
N/A

9. Number of shares/amount of stock disposed
N/A

10. Percentage of issued class
N/A

11. Class of security
Ordinary shares of 2.5p each

12. Price per share
Nil consideration on lapse. Option price: 270.5 pence

13. Date of transaction
1 December 2002

14. Date company informed
3 December 2002

15. Total holding following this notification
106,380

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
702,765 (Share Option Plan/SAYE)

23. Any additional information
The director also has interests in contingent awards over 25,533 shares under the Restricted Share Plan
and contingent awards/options over 42,779 shares under the Performance Share Plan.

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, Assistant Company Secretary

Date of Notification
4 December 2002








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