Director Shareholding

BAE SYSTEMS PLC
07 May 2004

                                  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
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 Lester


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.


7. Number of shares / amount of stock acquired
17,315


8. Percentage of issued class
Not material


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


10. Percentage of issued class
N/A


11. Class of security
Ordinary shares of 2.5p each


12. Price per share
Nil consideration


13. Date of transaction
7 May 2004


14. Date company informed
7 May 2004


15. Total holding following this notification
559,784


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 67,031 shares under the 
Restricted Share Plan, options over 549,146 shares under the Performance Share 
Plan and options over 1,626,193 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
7 May 2004




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