Director Shareholding

BAE SYSTEMS PLC
15 June 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
Exercise of option under the SAYE Share Option Scheme


7. Number of shares / amount of stock acquired
1,103

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
257 pence

13. Date of transaction
15 June 2005

14. Date company informed
15 June 2005

15. Total holding of shares following this notification
616,028

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
1,931,908 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
15 June 2005




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