Director Shareholding

BAE SYSTEMS PLC
30 September 2003

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company

BAE SYSTEMS plc

2. Name of director

Mike 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's holding

4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)

Mike 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)

No

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 under the rules of the Share Option Plan 2001 and 
conditional award of shares under the rules of the Performance Share Plan.

7. Number of shares / amount of stock acquired


8. Percentage of issued class


9. Number of shares/amount of stock disposed


10. Percentage of issued class


11. Class of security


12. Price per share


13. Date of transaction


14. Date company informe15. 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

30 September 2003

18. Period during which or date on which exercisable

Options - 30/09/06 to 29/09/2013

Conditional award - 30/09/06 to 29/09/2010

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

Nil

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

option over 588,663 Ordinary shares

conditional award of 392,442 Ordinary shares

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

£1.72 for options

Nil for conditional award

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

 1,354,612 options


23. Any additional information


24. Name of contact and telephone number for queries

David Parkes 01252 383857

25. Name and signature of authorised company official responsible for making
this notification

 David Parkes


Date of Notification

30 September 2003


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