Rule 8.1- BAE Systems

BAE SYSTEMS PLC
24 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)                                  Steve Mogford, Director,
                                                                 BAE Systems plc
Company dealt in                                                 BAE Systems plc

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

Date of dealing                                                  21 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 under the       29                             427 pence per share
Partnership shares element of the
BAE Systems Share Incentive Plan



(b)     Derivatives transactions (other than options)


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


N/A



(c)     Options transactions in respect of existing securities

(i)      Writing, selling, purchasing or varying


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



(ii)     Exercising


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

N/A

..............................................................................



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


Date of disclosure                                                 24 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)          Director


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




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