RNS Number:8206T
Ultra Electronics Holdings PLC
5 January 2004

                       SCHEDULE 11

     NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED 
                        PERSONS


1)  NAME OF COMPANY

ULTRA ELECTRONICS HOLDINGS PLC

2)  NAME OF DIRECTOR

D. CASTER                F. HOPE
A. HAMMENT               D. JEFFCOAT


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 an non-beneficial interest

IN RESPECT OF 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)


ULTRA ELECTRONICS HOLDINGS PLC 
EMPLOYEE BENEFIT TRUST

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

SELF FUNDED PURCHASE THROUGH ALL EMPLOYEE SHARE OWNERSHIP PLAN

7)  Number of shares/amount of
    stock acquired

23 SHARES EACH EXCEPT D. JEFFCOAT  24

8)  Percentage of issued Class

LESS THAN 0.1%

9)  Number of shares/amount
    of stock disposed

N/A

10) Percentage of issued Class

N/A

11) Class of security

5P ORDINARY SHARES

12) Price per share

5.25

13) Date of transaction

02/01/04

14) Date company informed

05/01/04

15) Total holding following this notification

D. CASTER     1,007,087               F. HOPE         49,544
A. HAMMENT       87,196               D. JEFFCOAT     14,342


16) Total percentage holding of issued class following this notification

D. CASTER          1.52%               F. HOPE         0.07%
A. HAMMENT         0.13%               D. JEFFCOAT     0.02%


     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information



24) Name of contact and telephone number for queries

D. JEFFCOAT          020 8813 4302



25) Name and signature of authorised company official responsible for
    making this notification

    Date of Notification          05/01/2004                       







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