Director Shareholding

BAE SYSTEMS PLC
30 March 2005

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1. Name of company

BAE Systems plc


2. Name of director

Christopher 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)

Lloyds TSB Registrars Corporate Nominee Limited


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

Vesting/release of shares from the Restricted Share Plan and partial disposal


7. Number of shares / amount of stock acquired

13,238


8. Percentage of issued class

Not material


9. Number of shares/amount of stock disposed

5,434


10. Percentage of issued class

N/A


11. Class of security

Ordinary shares of 2.5p each


12. Price per share

Acquisition: nil consideration
Disposal: 259.5 pence


13. Date of transaction

30 March 2005


14. Date company informed

30 March 2005


15. Total holding of shares following this notification

140,152


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

1,364,046 options held under the SAYE and Executive Share Option Schemes (see 
also 23 below)

23. Any additional information

The director also has interests in contingent awards over 42,764 shares under
the Restricted Share Plan and contingent awards/options over 613,003 shares
under the Performance Share Plan.

24. Name and contact number of authorised company official responsible for
    making this notification

Ann-Louise Holding, Assistant Company Secretary [phone]

25. Date of Notification
30 March 2005



                                  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)

Lloyds TSB Registrars Corporate Nominee Limited


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

Vesting/release of shares from the Restricted Share Plan


7. Number of shares / amount of stock acquired

17,044


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

30 March 2005


14. Date company informed

30 March 2005


15. Total holding of shares following this notification

614,922


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

1,933,011 options held under the SAYE and Executive Share Option Schemes (see 
also 23 below)


23. Any additional information

The director also has interests in contingent awards over 87,937 shares under
the Restricted Share Plan and contingent awards/options over 753,691 shares
under the Performance Share Plan.


24. Name and contact number of authorised company official responsible for
    making this notification

Ann-Louise Holding, Assistant Company Secretary [phone]


25. Date of Notification

30 March 2005

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1. Name of company

BAE Systems plc


2. Name of director

Steven 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 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)

Lloyds TSB Registrars Corporate Nominee Limited


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

Vesting/release of shares under the Restricted Share Plan


7. Number of shares / amount of stock acquired

12,669


8. Percentage of issued class

N/A


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

30 March 2005


14. Date company informed

30 March 2005


15. Total holding of shares following this notification

126,775


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

1,575,046 options held under the SAYE and Executive Share Option Schemes (see 
also 23 below)


23. Any additional information

The director also has interests in contingent awards/options over 613,003 shares under the Performance
Share Plan.

24. Name and contact number of authorised company official responsible for
    making this notification
    Ann-Louise Holding, Assistant Company Secretary [phone]

    25. Date of Notification
    30 March 2005

                                    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)
    Lloyds TSB Corporate Nominee Limited

    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
    Vesting/release of shares from the Restricted Share Plan and partial disposal

    7. Number of shares / amount of stock acquired
    16,239

    8. Percentage of issued class
    Not material

    9. Number of shares/amount of stock disposed
    13,846

    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 - 259.75 pence

    13. Date of transaction
    30 March 2005

    14. Date company informed
    30 March 2005

    15. Total holding of shares following this notification
    418,514

    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

    2,263,332 options held under the SAYE and Executive Share Option Schemes 
(see also 23 below)


    23. Any additional information

    The director also has interests in contingent awards over 137,924 shares
under the Restricted Share Plan    and contingent awards/options over 1,058,656
shares under the Performance Share Plan.


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

Ann-Louise Holding, Assistant Company Secretary [phone]

25. Date of Notification
30 March 2005








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