Blocklisting Interim Review

BAE SYSTEMS PLC
26 July 2007





                        BLOCK LISTING SIX MONTHLY RETURN

Information provided on this form must be typed or printed electronically.

To:  The FSA

Date: 25 July 2007

Name of applicant:                                         BAE Systems plc

Name of scheme:                                            BAE Systems Share Option Plan 2001

                                                           (Options granted 2001 onwards)
Period of return:                           From:          1 January 2007         To:        30 June 2007

Balance under scheme from previous return:                 19,873,889

The amount by which the block scheme has been increased,   N/A
if the scheme has been increased since the date of the
last return:

Number of securities issued/allotted under scheme during
period:
                                                           11,028,251
Balance under scheme not yet issued/allotted at end of
period
                                                           8,845,638


Number and class of securities originally listed and the   10,945,864 Jan 2002
date of admission
                                                           14,700,000 (June 2006)
Total number of securities in issue at the end of the      3,566,653,013
period


Name of contact:                                           Simone Barratt
Address of contact:                                        Lancaster House, PO Box 87, Farnborough Aerospace Centre,
                                                           Farnborough, GU14 6YU
Telephone number of contact:                               01252 383945



SIGNED BY   ______________________________________________

Director/company secretary/suitably experienced employee/duly authorised
officer,

for and on behalf of

BAE Systems plc

Name of applicant


                        BLOCK LISTING SIX MONTHLY RETURN



Information provided on this form must be typed or printed electronically.



To:  The FSA



Date: 25 July 2007


Name of applicant:                                         BAE Systems plc

Name of scheme:                                            BAE Systems JV Share Option Plan 2001

                                                           (Options granted 2001 onwards)
Period of return:                           From:          1 January 2007         To:        30 June 2007

Balance under scheme from previous return:                 2,073,610

The amount by which the block scheme has been increased,   N/A
if the scheme has been increased since the date of the
last return:

Number of securities issued/allotted under scheme during
period:
                                                           545,039


Balance under scheme not yet issued/allotted at end of
period
                                                           1,528,571
Number and class of securities originally listed and the   2,925,060 Jan 2002
date of admission
                                                           4,300,000 (June 2006)
Total number of securities in issue at the end of the      3,566,653,013
period


Name of contact:                                           Simone Barratt
Address of contact:                                        Lancaster House, PO Box 87, Farnborough Aerospace Centre,
                                                           Farnborough, GU14 6YU
Telephone number of contact:                               01252 383945



SIGNED BY   ______________________________________________

Director/company secretary/suitably experienced employee/duly authorised
officer,

for and on behalf of

BAE Systems plc

Name of applicant


                        BLOCK LISTING SIX MONTHLY RETURN



Information provided on this form must be typed or printed electronically.



To:  The FSA



Date: 25 July 2007


Name of applicant:                                         BAE Systems plc

Name of scheme:                                            BAE Systems Executive Share Option Scheme 1993 (Options
                                                           granted 1994 to 2000)
Period of return:                           From:          1 January 2007         To:        30 June 2007

Balance under scheme from previous return:                 9,443,331

The amount by which the block scheme has been increased,   N/A
if the scheme has been increased since the date of the
last return:

Number of securities issued/allotted under scheme during
period:
                                                           2,223,751
Balance under scheme not yet issued/allotted at end of
period
                                                           7,219,580
Number and class of securities originally listed and the   24,776,492 between April 1996 and April 2000
date of admission

Total number of securities in issue at the end of the      3,566,653,013
period


Name of contact:                                           Simone Barratt
Address of contact:                                        Lancaster House, PO Box 87, Farnborough Aerospace Centre,
                                                           Farnborough, GU14 6YU
Telephone number of contact:                               01252 383945



SIGNED BY   ______________________________________________

Director/company secretary/suitably experienced employee/duly authorised
officer,

for and on behalf of

BAE Systems plc

Name of applicant


                        BLOCK LISTING SIX MONTHLY RETURN



Information provided on this form must be typed or printed electronically.



To:  The FSA



Date: 25 July 2007


Name of applicant:                                         BAE Systems plc

Name of scheme:                                            BAE Systems JV Executive Share Option Scheme 1998 (Options
                                                           granted 1998 to 2000)
Period of return:                           From:          1 January 2007         To:        30 June 2007

Balance under scheme from previous return:                 725,529

The amount by which the block scheme has been increased,   N/A
if the scheme has been increased since the date of the
last return:

Number of securities issued/allotted under scheme during
period:
                                                           87,310
Balance under scheme not yet issued/allotted at end of
period
                                                           638,219
Number and class of securities originally listed and the
date of admission
                                                           860,209 (Nov 1999 to Apr 2000)


Total number of securities in issue at the end of the      3,566,653,013
period


Name of contact:                                           Simone Barratt
Address of contact:                                        Lancaster House, PO Box 87, Farnborough Aerospace Centre,
                                                           Farnborough, GU14 6YU
Telephone number of contact:                               01252 383945



SIGNED BY   ______________________________________________

Director/company secretary/suitably experienced employee/duly authorised
officer,

for and on behalf of

BAE Systems plc

Name of applicant




                        BLOCK LISTING SIX MONTHLY RETURN



Information provided on this form must be typed or printed electronically.



To:  The FSA



Date: 25 July 2007


Name of applicant:                                         BAE Systems plc

Name of scheme:                                            BAE Systems SAYE Share Options Scheme 1993 (Options granted
                                                           to 2002)
Period of return:                           From:          1 January 2007         To:        30 June 2007

Balance under scheme from previous return:                 36,336,269

The amount by which the block scheme has been increased,   N/A
if the scheme has been increased since the date of the
last return:

Number of securities issued/allotted under scheme during
period:
                                                           4,584,429
Balance under scheme not yet issued/allotted at end of
period
                                                           31,751,840
Number and class of securities originally listed and the   84,028,260 (Dec 1994 to Apr 2000)
date of admission

Total number of securities in issue at the end of the      3,566,653,013
period


Name of contact:                                           Simone Barratt
Address of contact:                                        Lancaster House, PO Box 87, Farnborough Aerospace Centre,
                                                           Farnborough, GU14 6YU
Telephone number of contact:                               01252 383945



SIGNED BY   ______________________________________________

Director/company secretary/suitably experienced employee/duly authorised
officer,

for and on behalf of

BAE Systems plc

Name of applicant




                        BLOCK LISTING SIX MONTHLY RETURN



Information provided on this form must be typed or printed electronically.



To:  The FSA



Date: 25 July 2007


Name of applicant:                                         BAE Systems plc

Name of scheme:                                            BAE Systems All Employee Share Schemes (Options granted 2002
                                                           onwards)

Period of return:                           From:          1 January 2007         To:        30 June 2007

Balance under scheme from previous return:                 9,918,998

The amount by which the block scheme has been increased,   N/A
if the scheme has been increased since the date of the
last return:

Number of securities issued/allotted under scheme during
period:
                                                           3,478,210
Balance under scheme not yet issued/allotted at end of
period
                                                           6,440,788
Number and class of securities originally listed and the
date of admission
                                                           11,000,000 (June 2006)


Total number of securities in issue at the end of the      3,566,653,013
period


Name of contact:                                           Simone Barratt
Address of contact:                                        Lancaster House, PO Box 87, Farnborough Aerospace Centre,
                                                           Farnborough, GU14 6YU
Telephone number of contact:                               01252 383945



SIGNED BY   ______________________________________________

Director/company secretary/suitably experienced employee/duly authorised
officer,

for and on behalf of

BAE Systems plc

Name of applicant




                        BLOCK LISTING SIX MONTHLY RETURN



Information provided on this form must be typed or printed electronically.



To:  The FSA



Date: 25 July 2007


Name of applicant:                                         BAE Systems plc

Name of scheme:                                            BAE Systems Joint Venture SAYE Share Option Scheme 1998

Period of return:                           From:          1 January 2007         To:        30 June 2007

Balance under scheme from previous return:                 3,142,063

The amount by which the block scheme has been increased,   N/A
if the scheme has been increased since the date of the
last return:

Number of securities issued/allotted under scheme during
period:
                                                           868,486
Balance under scheme not yet issued/allotted at end of
period
                                                           2,273,577
Number and class of securities originally listed and the
date of admission
                                                           5,973,508 (Nov 98 to Apr 00)


Total number of securities in issue at the end of the      3,566,653,013
period


Name of contact:                                           Simone Barratt
Address of contact:                                        Lancaster House, PO Box 87, Farnborough Aerospace Centre,
                                                           Farnborough, GU14 6YU
Telephone number of contact:                               01252 383945



SIGNED BY   ______________________________________________

Director/company secretary/suitably experienced employee/duly authorised
officer,

for and on behalf of

BAE Systems plc

Name of applicant




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