Director Shareholding

BAE SYSTEMS PLC
05 April 2004

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company
BAE SYSTEMS plc

2. Name of director
Chris 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
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)
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)
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 shares from the Restricted Share Plan and partial sale thereof.

7. Number of shares / amount of stock acquired
5,700

8. Percentage of issued class
Not material

9. Number of shares/amount of stock disposed
2,345

10. Percentage of issued class
Not material

11. Class of security
Ordinary shares of 2.5p each

12. Price per share
Acquisition - nil consideration

Disposal - 206.37 pence

13. Date of transaction
5 April 2004



14. Date company informed
5 April 2004

15. Total holding following this notification
109,434

16. Total percentage holding of issued class following this notification
Not material

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
See 23 below

23. Any additional information
The director has interests in contingent awards over 33,232 shares under the Restricted Share Plan,
options over 444,443 shares under the Performance Share Plan and options over 795,324 shares under the
Executive and SAYE Share Option Schemes. (note: the recent notification for both the purchase of shares
and the grant of contingent awards under the Restricted Share Plan for this director were overstated by
2,500 shares and the composite figures in paras (15) and (23) have been adjusted accordingly.)

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
5 April 2004


          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 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 shares from the Restricted Share Plan and partial sale thereof.

7. Number of shares / amount of stock acquired
16,473

8. Percentage of issued class
Not material

9. Number of shares/amount of stock disposed
11,762

10. Percentage of issued class
Not material

11. Class of security
Ordinary shares of 2.5p each

12. Price per share
Acquisition - nil consideration

Disposal: 207.6 pence

13. Date of transaction
5 April 2004



14. Date company informed
5 April 2004

15. Total holding following this notification
378,027

16. Total percentage holding of issued class following this notification
Not material

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 has interests in contingent awards over 116,213 shares under the Restricted Share Plan,
options over 755,626 shares under the Performance Share Plan and options over 1,354,612 shares under the
Executive and SAYE 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
5 April 2004




                      This information is provided by RNS
            The company news service from the London Stock Exchange