Director Shareholding

BAE SYSTEMS PLC
23 October 2002

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company
BAE SYSTEMS plc

2. Name of director
Mr Christopher Geoghegan

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
Shareholder 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)
Mr Christopher Geoghegan

5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)




6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary
Grant of Share Options

7. Number of shares / amount of stock acquired
119,938

8. Percentage of issued class
0.0039195

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

12. Price per share


13. Date of transaction
22 October 2002

14. Date company informed
22 October 2002

15. Total holding following this notification




16. Total percentage holding of issued class following this notification




If a director has been granted options by the company please complete the
following boxes.

17. Date of grant
22 October 2002

18. Period during which or date on which exercisable
22 October 2005 to 21 October 2012

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

20. Description of shares or debentures involved: class, number
Ordinary Shares of 2.5p each

21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise
£3.26

22. Total number of shares or debentures over which options held following this
notification
480,015

23. Any additional information




24. Name of contact and telephone number for queries
Lydia O'Connor 01252 384748

25. Name and signature of authorised company official responsible for making
this notification
David Parkes, Company Secretary

Date of Notification
23rd October 2002

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for loss of business or loss of profits) arising in contract, tort or otherwise
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