Rule 2.10 Announcement

BAE SYSTEMS PLC
23 March 2006

                                BAE Systems plc



                             Rule 2.10 announcement

                          Relevant securities in issue



In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, BAE
Systems plc confirms that it has in issue 3,220,039,688 Ordinary Shares of 2.5
pence each under ISIN code GB0002634946 and 266,079,032 7.75 pence net
Cumulative Convertible Redeemable Preference Shares of 25 pence each under ISIN
code GB0001271690.







Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers, if
any person is, or becomes, 'interested' (directly or indirectly) in 1% or more
of any class of 'relevant securities' of BAE Systems or of Babcock International
Group plc, all 'dealings' in any 'relevant securities' of that company
(including by means of an option in respect of, or a derivative referenced to,
any such 'relevant securities') must be publicly disclosed by no later than 3.30
pm (London time) on the London business day following the date of the relevant
transaction.  This requirement will continue until the date on which any offer
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the 'offer period' otherwise ends.  If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an 'interest' in 'relevant securities' of BAE Systems plc
or of Babcock International Group plc, they will be deemed to be a single person
for the purpose of Rule 8.3.



Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of BAE Systems plc or of Babcock International Group plc by BAE
Systems plc or Babcock International Group plc, or by any of their respective
'associates', must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.



A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.



'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities.  In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.



Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website.  If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.






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