Director Shareholding

BAE SYSTEMS PLC
18 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)

Hill Samuel Trustees 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

Award of shares under the BAE Systems Share Incentive Plan (Free Shares)


7. Number of shares / amount of stock acquired

144


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 (Initial Market Value on award: 256.75 pence)


13. Date of transaction

18 March 2005


14. Date company informed

18 March 2005


15. Total holding of shares following this notification

109,578


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

1,111,206 options held under the SAYE and Executive Share Option Schemes


23. Any additional information

The director also has interests in contingent awards over 33,232 shares under
the Restricted Share Plan and contingent awards/options over 444,443 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

    18 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)

    Hill Samuel Trustees 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

    Award of shares under the BAE Systems Share Incentive Plan (Free Shares)


    7. Number of shares / amount of stock acquired

    144


    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 (Initial Market Value on award: 256.75 pence)


    13. Date of transaction

    18 March 2005


    14. Date company informed

    18 March 2005


    15. Total holding of shares following this notification

    559,928


    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

    1,626,193 options held under the SAYE and Executive Share Option Schemes


    23. Any additional information

    The director also has interests in contingent awards over 67,031 shares
under the Restricted Share Plan    and contingent awards/options over 549,146
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

    18 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)

    Hill Samuel Trustees 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

    Award of shares under the BAE Systems Share Incentive Plan (Free Shares)


    7. Number of shares / amount of stock acquired

    144


    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 (Initial Market Value on award: 256.75 pence)


    13. Date of transaction

    18 March 2005


    14. Date company informed

    18 March 2005


    15. Total holding of shares following this notification

    114,106


    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

    1,322,206 options held under the SAYE and Executive Share Option Schemes


    23. Any additional information

    The director also has interests in contingent awards over 12,669 shares
under the Restricted Share Plan    and contingent awards/options over 444,443
shares under the Performance Share Plan.


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

    Ann-Louise Holding, Assistant Company Secretary [phone]


    25. Date of Notification

    18 March 2005



                                    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)

    Hill Samuel Trustees 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

    Award of shares under the BAE Systems Share Incentive Plan (Free Shares)


    7. Number of shares / amount of stock acquired

    144


    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 (Initial Market Value on award: 256.75 pence)


    13. Date of transaction

    18 March 2005


    14. Date company informed

    18 March 2005


    15. Total holding of shares following this notification

    278,016


    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

    1,502,082 options held under the SAYE and Executive Share Option Schemes


    23. Any additional information

    The director also has interests in contingent awards over shares 14,996
under the Restricted Share Plan    and contingent awards/options over 490,593
shares under the Performance Share Plan.


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

    Ann-Louise Holding, Assistant Company Secretary [phone]


    25. Date of Notification

    18 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)

    Hill Samuel Trustees 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

    Award of shares under the BAE Systems Share Incentive Plan (Free Shares)


    7. Number of shares / amount of stock acquired

    144


    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 (Initial Market Value on award: 256.75 pence)


    13. Date of transaction

    18 March 2005


    14. Date company informed

    18 March 2005


    15. Total holding of shares following this notification

    378,171


    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

    1,808,787 options held under the SAYE and Executive Share Option Schemes


    23. Any additional information

    The director also has interests in contingent awards over 116,213 shares
under the Restricted Share Plan    and contingent awards/options over 755,626
shares under the Performance Share Plan.


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

Ann-Louise Holding, Assistant Company Secretary [phone]

25. Date of Notification

18 March 2005




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