Director Shareholding

BAE SYSTEMS PLC
01 December 2003

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company
BAE SYSTEMS plc

2. Name of director
Mark Ronald

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)
Mark Ronald

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
Cancellation of 20,314 units of loan stock of £1 each following final part redemption of the capital
amount on 28 November 2003.

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
7.45% Capital Amortising Loan Stock 2000/2003 - units of £1

12. Price per share
N/A

13. Date of transaction
28 November 2003



14. Date company informed
28 November 2003

15. Total holding following this notification
0 (see also 23 below)

16. Total percentage holding of issued class following this notification
N/A

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
N/A

23. Any additional information
The director also has interests 145,646 ordinary shares as well as in contingent awards over 43,079 shares
under the Restricted Share Plan, contingent awards/options over 317,217 shares under the Performance Share
Plan and options over 1,013,547 shares under the Executive 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, Assistant Company Secretary

Date of Notification
1 December 2003

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company
BAE SYSTEMS plc

2. Name of director
Michael Lester

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
 i. Director named in 2 above
ii. Director's spouse
iii. Non-beneficial interest


4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
 i. Michael Lester (beneficial interest) - 124,378 units
ii. Pamela Lester (beneficial interest) - 20,314 units
iii. Various trusts (non-beneficial interest) - 5,190,180 units



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
 i. Cancellation of 124,378 units of loan stock of £1 each following final part redemption of the capital
    amount on 28 November 2003.
ii. Cancellation of 20,314 units of loan stock of £1 each following final part redemption of the capital
    amount on 28 November 2003.
iii. Cancellation of 5,190,180 units of loan stock of £1 each following final part redemption of the
    capital amount on 28 November 2003 (technical interest only).


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

8. Percentage of issued class
Not material

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

10. Percentage of issued class
Not material

11. Class of security
7.45% Capital Amortising Loan Stock 2000/2003 - units of £1

12. Price per share
N/A

13. Date of transaction
28 November 2003



14. Date company informed
28 November 2003

15. Total holding following this notification
0 (see also 23 below)

16. Total percentage holding of issued class following this notification
N/A

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
N/A

23. Any additional information
The director also has interests 492,482 ordinary shares as well as in contingent awards over 34,359 shares
under the Restricted Share Plan, contingent awards/options over 291,634 shares under the Performance Share
Plan and options over 1,239,925 shares under the SAYE and Executive 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, Assistant Company Secretary

Date of Notification
1 December 2003




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