Rule 8.1- BAE Systems ord

BAE SYSTEMS PLC
31 March 2006

                                                                           
                                                                      FORM 8.1

          DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES
                  FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
      (Rules 8.1(a) and (b)(i) of the City Code on Takeovers and Mergers)

1.         KEY INFORMATION

Name of person dealing (Note 1)               Hill Samuel ESOP Trustees Limited, 
                                              the Trustee of the BAE Systems
                                              Share Incentive Plan (an 
                                              all-employee share scheme)

Company dealt in                              BAE Systems plc

Class of relevant security to which the       Ordinary shares of 2.5p each
dealings being disclosed relate (Note 2)

Date of dealing                               31 March 2006






2.         INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE



(a)        Interests and short positions (following dealing) in the class of
relevant security dealt in (Note 3)


                                                      Long                           Short

                                               Number      (%)                  Number     (%)
                                                                                      
(1) Relevant securities                        N/A                              N/A

(2) Derivatives (other than options)           N/A                              N/A

(3) Options and agreements to purchase/sell    N/A                              N/A

Total                                          N/A                              N/A


(b)        Interests and short positions in relevant securities of the company,
other than the class dealt in (Note 3)


Class of relevant security:                           Long                          Short

                                               Number     (%)                   Number     (%)
                                                                                       

(1) Relevant securities                        N/A                              N/A

(2) Derivatives (other than options)           N/A                              N/A

(3) Options and agreements to purchase/sell    N/A                              N/A

Total                                          N/A                              N/A


(c)        Rights to subscribe (Note 3)

Class of relevant security:                    Details


N/A                                            N/A



3.         DEALINGS (Note 4)

(a)        Purchases and sales


Purchase/sale                          Number of securities                  Price per unit (Note 5)

Purchase of shares in respect of the   83,915                                425.57 pence per share
grant of awards under the BAE Systems
Share Incentive Plan, an all-employee
share scheme







(b)        Derivatives transactions (other than options)


Product name,         Long/short (Note 6)       Number of securities (Note 7)        Price per unit (Note 5)

e.g. CFD
N/A









(c)        Options transactions in respect of existing securities

(i)         Writing, selling, purchasing or varying


Product name,         Writing, selling, Number of securities  Exercise   Type, e.g.      Expiry     Option money
                        purchasing,     to which the option              American,
e.g. call option      varying etc.      relates (Note 7)      price      European etc.   date       paid/received per
                                                                                                    unit (Note 5)

N/A





(ii)        Exercising


Product name, e.g. call option         Number of securities                  Exercise price per unit (Note 5)
N/A





(d)        Other dealings (including new securities) (Note 4)


Nature of transaction (Note 8)         Details                               Price per unit (if applicable) (Note 5)


N/A


4.         OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives


Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating
to the voting rights of any relevant securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is
referenced.  If none, this should be stated.


None







Is a Supplemental Form 8 attached? (Note 9)                       NO




Date of disclosure                                                31 March 2006

Contact name                                                      Ann-Louise Holding,

                                                                  Assistant Company Secretary, BAE Systems plc
Telephone number                                                  01252 383185

Name of offeree/offeror with which associated                     BAE Systems plc
Specify category and nature of associate status (Note 10)         Employee Share Ownership Trust for BAE Systems
                                                                  employees





Notes



The Notes on Form 8.1 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk




                      This information is provided by RNS
            The company news service from the London Stock Exchange