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               04 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             112,619,094    (3.50%)       67,334  (0.00%)
securities
(2) Derivatives              332,334    (0.01%)    2,588,922  (0.08%)
(other than
options)
(3) Options and                    0    (0.00%)    4,472,272  (0.14%)
agreements to
purchase/sell

Total                    112,951,428    (3.51%)    7,128,528  (0.22%)


(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      770                  4.3944
Purchase      800                  4.4138
Purchase      2,215                4.4088
Purchase      500                  4.3918
Purchase      422                  Transfer
Purchase      7,723                4.2457
Purchase      1,142                4.2375
Purchase      223,846              4.3788
Purchase      30,480               4.2383
Purchase      1,396,030            4.3888
Purchase      36,981               4.3888
Purchase      30,333               4.3888
Purchase      60,483               4.3888
Purchase      57,675               4.3888
Purchase      53,262               4.3888
Purchase      63,565               4.3888
Purchase      4,846                4.3888
Purchase      110,705              4.3888
Purchase      6,389                4.3888
Purchase      33,331               4.3888
Purchase      64,688               4.3888
Purchase      8,080                4.3888
Purchase      10,036               4.3888
Purchase      16,417               4.3888
Sale          1,500                4.3655
Sale          1,000                4.3655
Sale          720                  4.3956
Sale          644                  4.4023
Sale          1,000                4.3756
Sale          900                  4.3906
Sale          306                  4.4062
Sale          103,689              4.3906
Sale          9,284                4.3900
Sale          29,439               4.3916
Sale          2,360                4.3937
Sale          46,499               4.3925
Sale          9,329                 4.3925


(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          103,689              4.3906
CFD         Long          29,439               4.3916
CFD         Short         223,846              4.3788


(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                         05 APRIL 2006
ontact 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