Director Shareholding

BAE SYSTEMS PLC
23 October 2003

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company
BAE SYSTEMS plc

2. Name of director
Sir Richard Evans

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)
Sir Richard Evans

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
Release of matched shares held under contingent award under the Restricted Share
Plan and subsequent part disposal.

7. Number of shares / amount of stock acquired
30,992

8. Percentage of issued class
Not material

9. Number of shares/amount of stock disposed
12,732

10. Percentage of issued class
Not material

11. Class of security
Ordinary shares of 2.5p each

12. Price per share
Acquisition: nil cost

Disposal: 171.25 pence

13. Date of transaction
22 October 2003

14. Date company informed
23 October 2003

15. Total holding following this notification
510,180 (see also 23 below)

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
N/A

23. Any additional information The director also has interests in contingent
awards over 43,751 shares under the Restricted Share Plan, contingent
awards/options over 43,230 shares under the Performance Share Plan, and options
over 790,782 shares under the Executive Share Option Scheme

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
23 October 2003

                                  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)
Michael 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)
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
Release of matched shares held under contingent award under the Restricted Share
Plan and subsequent part disposal.

7. Number of shares / amount of stock acquired
23,151

8. Percentage of issued class
Not material

9. Number of shares/amount of stock disposed
9,511

10. Percentage of issued class
Not material

11. Class of security
Ordinary shares of 2.5p each

12. Price per share
Acquisition: nil cost

Disposal: 171.25 pence

13. Date of transaction
22 October 2003

14. Date company informed
23 October 2003

15. Total holding following this notification
273,342 (see also 23 below)

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
N/A

23. Any additional information The director also has interests in contingent
awards over 32,712 shares under the Restricted Share Plan, contingent
awards/options over 392,442 shares under the Performance Share Plan, and options
over 1,354,612 shares under the Executive Share Option Scheme/SAYE Share Option
Scheme

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
23 October 2003



                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company
BAE SYSTEMS plc

2. Name of director
George Rose

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)
George Rose

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
Release of matched shares held under contingent award under the Restricted Share
Plan and subsequent part disposal.

7. Number of shares / amount of stock acquired
8,875

8. Percentage of issued class
Not material

9. Number of shares/amount of stock disposed
3,646

10. Percentage of issued class
Not material

11. Class of security
Ordinary shares of 2.5p each

12. Price per share
Acquisition: nil cost

Disposal: 171.25 pence

13. Date of transaction
22 October 2003

14. Date company informed
23 October 2003

15. Total holding following this notification
262,876 (see also 23 below)

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
N/A

23. Any additional information The director also has interests in contingent
awards/options over 260,494 shares under the Performance Share Plan, and options
over 1,242,695 shares under the Executive Share Option Scheme/SAYE Share Option
Scheme

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
23 October 2003








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