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

   Steve 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's notification

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

   Steve 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)

   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 informed



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

    30/09/03

18. Period during which or date on which exercisable

    Options - 30/09/06 to 29/09/2013
    Conditional award - 30/09/03 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 351,218 Ordinary shares
    Conditional award of 234,145 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 awards

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

    1,053,983 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

30/09/2003

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