Rule 8.3 - BAE SYSTEMS PLC

FORM 8.3

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)


1.   KEY INFORMATION

Name of person dealing        BARCLAYS PLC
(Note 1)
Company dealt in              BAE SYSTEMS PLC
Class of relevant security    ORD GBP 0.025
to which the 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        110,880,998    (3.44%)       148,425   (0.00%)
securities
(2) Derivatives         148,425    (0.00%)     2,630,406   (0.08%)
(other than
options)
(3) Options and               0    (0.00%)     4,472,272   (0.14%)
agreements to
purchase/sell
Total               111,029,423    (3.45%)     7,251,103   (0.23%)

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

Class of                    Long                     Short
relevant
security:

                  Number                    Number
                                    (%)                       (%)
(1) Relevant
securities

(2) Derivatives
(other than
options)

(3) Options and
agreements to
purchase/sell

Total


  (c)  Rights to subscribe (Note 3)

Class of relevant security:   Details



3.   DEALINGS (Note 4)

(a)  Purchases and sales

Purchase/sale Number of Securities Price per
                                   unit (GBP)
Purchase      700                  4.2487
Purchase      1,000                4.2712
Purchase      680                  4.2612
Purchase      580                  4.2665
Purchase      1,000                4.2612
Purchase      440                  Transfer
Purchase      690                  4.2290
Purchase      570                  4.2715
Purchase      550                  4.2612
Purchase      700                  4.2612
Purchase      800                  4.2557
Purchase      468                  4.2334
Purchase      1,030                4.2490
Purchase      744                  Transfer
Purchase      1,869                4.2275
Purchase      60,362               4.2280
Purchase      40,905               4.2083
Purchase      27,810               4.2398
Purchase      10,389               4.2403
Purchase      2,393                4.2525
Purchase      2,574                4.2075
Sale          3,489                4.2286
Sale          1,195                4.2335
Sale          373                  4.2210
Sale          337                  4.2286
Sale          700                  4.2313
Sale          1,000                4.2660
Sale          900                  4.2460
Sale          680                  4.2373
Sale          500                  4.2363
Sale          10,389               4.2691
Sale          13,338               4.2284
Sale          14,641               4.2267
 Sale          7,587                 4.2075

 (b)  Derivatives transactions
 (other than options)

 Product     Long/Short    Number of Securities Price Per
 name,       (Note 6)      (Note 7)             Unit (GBP)
 e.g. CFD
 CFD         Long          14,641               4.2267
 CFD         Long          10,389               4.2691
 CFD         Short         60,362               4.2280
 CFD         Short         40,905               4.2083
 CFD         Short         10,389               4.2403

 (c)  Options transactions in
 respect of existing securities

 (i)  Writing, selling, purchasing
 or varying

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


 (ii) Exercising

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




 (d)  Other dealings (including new
 securities) (Note 4)
 Nature of transaction  Details          Price per unit
 (Note 8)                                (if applicable)
                                         (Note 5)



 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.





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


 Date of disclosure                         3 APRIL 2006
 Contact name                               BARCLAYS COMPLIANCE
 Telephone number                           020 7116 2913
 If a connected EFM, name of
 offeree/offeror with which connected
 If a connected EFM, state nature of
 connection (Note 10)


 Notes

 The Notes on Form 8.3 can be
 viewed on the Takeover Panel's
 website at
 www.thetakeoverpanel.org.uk