Blocklisting Interim Review

BAE SYSTEMS PLC
12 January 2006

                                       SCHEDULE 5

                            BLOCKLISTING SIX MONTHLY RETURN



To:   Listing Applications
      UK Listing Authority
      Financial Services Authority
      25, The North Colonnade
      Canary Wharf
      London, E14 5HS



              Please ensure the entries on this return are typed



1. Name of company


BAE Systems plc



2. Name of scheme


BAE Share Option Plan 2001

(Options granted 2001 onwards)



3. Period of return:


From      1 July 2005                                To     31 December 2005



4. Number and class of shares(s) (amount of stock / debt security) not issued
under scheme


10,945,854



5. Number of shares issued / allotted under scheme during period:


21,000



6. Balance under scheme not yet issued / allotted at end of period


10,924,854



7. Number and class of share(s) (amount of stock / debt securities) originally
listed and the date of admission;


10,945,854 Jan 2002



Please confirm total number of shares in issue at the end of the period in order
for us to update our records


3,218,734,116




Contact for queries


Name             Simone Barratt


Address          Stirling Square, 6 Carlton Gardens, London SW1Y 5AD


Telephone        [phone]



Person making the return


Name             David Parkes


Position         Company Secretary


Signature



The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.




                                   SCHEDULE 5

                        BLOCKLISTING SIX MONTHLY RETURN



To:   Listing Applications
      UK Listing Authority
      Financial Services Authority
      25, The North Colonnade
      Canary Wharf
      London, E14 5HS





               Please ensure the entries on this return are typed



1. Name of company


BAE Systems plc



2. Name of scheme


BAE JV Share Option Plan 2001

(Options granted 2001 onwards)



3. Period of return:


From      1 July 2005                                To     31 December 2005



4. Number and class of shares(s) (amount of stock / debt security) not issued
under scheme


2,918,010



5. Number of shares issued / allotted under scheme during period:


Nil



6. Balance under scheme not yet issued / allotted at end of period


2,918,010



7. Number and class of share(s) (amount of stock / debt securities) originally
listed and the date of admission;


2,925,060 Jan 2002



Please confirm total number of shares in issue at the end of the period in order
for us to update our records


3,218,734,116




Contact for queries


Name             Simone Barratt


Address          Stirling Square, 6 Carlton Gardens, London SW1Y 5AD


Telephone        [phone]



Person making the return


Name             David Parkes


Position         Company Secretary


Signature



The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.




SCHEDULE 5

BLOCKLISTING SIX MONTHLY RETURN



To:  Listing Applications
     UK Listing Authority
     Financial Services Authority
     25, The North Colonnade
     Canary Wharf
     London, E14 5HS





               Please ensure the entries on this return are typed



1. Name of company


BAE Systems plc



2. Name of scheme


BAE Systems Executive Share Option Scheme 1993

(Options granted 1994 to 2000)



3. Period of return:


From      1 July 2005                                To     31 December 2005



4. Number and class of shares(s) (amount of stock / debt security) not issued
under scheme


12,531,186



5. Number of shares issued / allotted under scheme during period:


701,943



6. Balance under scheme not yet issued / allotted at end of period


11,829,243



7. Number and class of share(s) (amount of stock / debt securities) originally
listed and the date of admission;


24,776,492 between April 1996 and April 2000



Please confirm total number of shares in issue at the end of the period in order
for us to update our records


3,218,734,116




Contact for queries


Name             Simone Barratt


Address          Stirling Square, 6 Carlton Gardens, London SW1Y 5AD


Telephone        [phone]



Person making the return


Name             David Parkes


Position         Company Secretary


Signature



The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.




                                   SCHEDULE 5

                        BLOCKLISTING SIX MONTHLY RETURN



To:  Listing Applications
     UK Listing Authority
     Financial Services Authority
     25, The North Colonnade
     Canary Wharf
     London, E14 5HS





               Please ensure the entries on this return are typed



1. Name of company


BAE Systems plc



2. Name of scheme


BAE Systems Joint Venture SAYE Share Option Scheme 1998

(Options granted 1998 onwards)



3. Period of return:


From      1 July 2005                                To     31 December 2005



4. Number and class of shares(s) (amount of stock / debt security) not issued
under scheme


5,557,814



5. Number of shares issued / allotted under scheme during period:


778,227



6. Balance under scheme not yet issued / allotted at end of period


4,779,587



7. Number and class of share(s) (amount of stock / debt securities) originally
listed and the date of admission;


5,973,931 (Nov 1998 to Apr 2000)



Please confirm total number of shares in issue at the end of the period in order
for us to update our records


3,218,734,116




Contact for queries


Name             Simone Barratt


Address          Stirling Square, 6 Carlton Gardens, London SW1Y 5AD


Telephone        [phone]



Person making the return


Name             David Parkes


Position         Company Secretary


Signature



The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.




                                   SCHEDULE 5

                        BLOCKLISTING SIX MONTHLY RETURN



To:  Listing Applications
     UK Listing Authority
     Financial Services Authority
     25, The North Colonnade
     Canary Wharf
     London, E14 5HS





               Please ensure the entries on this return are typed



1. Name of company


BAE Systems plc



2. Name of scheme


BAE Systems Joint Venture Executive Share Option Scheme 1998

(Options granted 1998 to 2000)



3. Period of return:


From      1 July 2005                                To     31 December 2005



4. Number and class of shares(s) (amount of stock / debt security) not issued
under scheme


797,679



5. Number of shares issued / allotted under scheme during period:


NIL



6. Balance under scheme not yet issued / allotted at end of period


797,679



7. Number and class of share(s) (amount of stock / debt securities) originally
listed and the date of admission;


860,209 (Nov 1999 to Apr 2000)



Please confirm total number of shares in issue at the end of the period in order
for us to update our records


3,218,734,116




Contact for queries


Name             Simone Barratt


Address          Stirling Square, 6 Carlton Gardens, London SW1Y 5AD


Telephone        [phone]



Person making the return


Name             David Parkes


Position         Company Secretary


Signature



The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.




                                   SCHEDULE 5

                        BLOCKLISTING SIX MONTHLY RETURN



To:  Listing Applications
     UK Listing Authority
     Financial Services Authority
     25, The North Colonnade
     Canary Wharf
     London, E14 5HS





               Please ensure the entries on this return are typed



1. Name of company


BAE Systems plc



2. Name of scheme


BAE Systems SAYE Share Option Scheme 1993

(Options granted to 2002)



3. Period of return:


From      1 July 2005                                To     31 December 2005



4. Number and class of shares(s) (amount of stock / debt security) not issued
under scheme


46,731,028



5. Number of shares issued / allotted under scheme during period:


4,411,790



6. Balance under scheme not yet issued / allotted at end of period


42,319,238



7. Number and class of share(s) (amount of stock / debt securities) originally
listed and the date of admission;


84,028,260 (Dec 1994 to Apr 2000)



Please confirm total number of shares in issue at the end of the period in order
for us to update our records


3,218,734,116




Contact for queries


Name             Simone Barratt


Address          Stirling Square, 6 Carlton Gardens, London SW1Y 5AD


Telephone        [phone]



Person making the return


Name             David Parkes


Position         Company Secretary


Signature



The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.










                                   SCHEDULE 5

                        BLOCKLISTING SIX MONTHLY RETURN



To:  Listing Applications
     UK Listing Authority
     Financial Services Authority
     25, The North Colonnade
     Canary Wharf
     London, E14 5HS





               Please ensure the entries on this return are typed



1. Name of company


BAE Systems plc



2. Name of scheme


BAE Systems All Employee Share Schemes

(Options granted 2002 onwards)



3. Period of return:


From      1 July 2005                                To     31 December 2005



4. Number and class of shares(s) (amount of stock / debt security) not issued
under scheme


2,859,156



5. Number of shares issued / allotted under scheme during period:


345,522



6. Balance under scheme not yet issued / allotted at end of period


2,513,634



7. Number and class of share(s) (amount of stock / debt securities) originally
listed and the date of admission;


3,000,000 (5 December 2003)



Please confirm total number of shares in issue at the end of the period in order
for us to update our records


3,218,734,116




Contact for queries


Name             Simone Barratt


Address          Stirling Square, 6 Carlton Gardens, London SW1Y 5AD


Telephone        [phone]



Person making the return


Name             David Parkes


Position         Company Secretary


Signature



The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.






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