Issue of Debt

BAE SYSTEMS PLC
21 July 2005

   The information contained herein is restricted and is not for publication,
distribution or release in or into the United States of America or to US persons



             BAE Systems announces $1.75 billion global bond issue


21 July 2005



London.  BAE Systems plc, a leading global aerospace and defence company,
announces that it is raising $1.75 billion through issues of $500 million
Floating Rate notes due 2008, $500 million 4.75% notes due 2010 and $750 million
5.20% notes due 2015.  The borrower is BAE Systems Holdings Inc and the
guarantor will be BAE Systems plc.  The proceeds will be used to repay drawings
on the $3 billion acquisition facility dated 11 April 2005 which were used to
finance partially the UDI acquisition.  The issues are scheduled to close on 25
July 2005, subject to customary conditions.


The notes have been offered only to qualified institutional buyers in the United
States under Rule 144A under the Securities Act of 1933, as amended (the '
Securities Act'), and certain investors outside of the United States in reliance
on Regulation S under the Securities Act.  The notes have not been registered
under the Securities Act or any state securities laws and may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable state
securities law.





Issued by
BAE Systems plc
London








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