Rule 8.1- BAE Systems Plc

BAE SYSTEMS PLC
13 April 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)                   IFG Trust (Jersey) Limited, the Trustee of the BAE Systems Restricted
                                                  Share Plan

Company dealt in                                  BAE Systems plc

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

Date of dealing                                   12 April 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     45,034                                   413 pence per share
grant of awards under the BAE Systems
Restricted Share Plan.







(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                                                    13 April 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











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