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               05 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       114,099,274     (3.54%)       68,270    (0.00%)
securities
(2) Derivatives        325,940     (0.01%)    2,424,465    (0.08%)
(other than
options)
(3) Options and              0     (0.00%)    4,472,272    (0.14%)
agreements to
purchase/sell
Total              114,425,214     (3.55%)    6,965,007    (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      4,000                Transfer
Purchase      9,759                4.3754
Purchase      22,185               4.3584
Purchase      28,851               4.3758
Purchase      55,020               4.3758
Purchase      49,923               4.3758
Purchase      52,352               4.3758
Purchase      5,474                4.3758
Purchase      46,106               4.3758
Purchase      5,531                4.3758
Purchase      32,012               4.3758
Purchase      6,995                4.3758
Purchase      26,258               4.3758
Purchase      1,208,373            4.3758
Purchase      14,210               4.3758
Purchase      8,688                4.3758
Purchase      95,824               4.3758
Purchase      4,196                4.3758
Purchase      55,993               4.3758
Sale          1,889                4.3956
Sale          1,929                4.3942
Sale          2,896                4.3706
Sale          750                  4.3961
Sale          1,741                Transfer
Sale          1,000                4.4006
Sale          4,000                4.3892
Sale          500                  4.3798
Sale          1,456                4.3650
Sale          1,800                4.3636
Sale          945                  4.4036
Sale          110,348              4.3797
Sale          1,346                4.3650
Sale          69,900               4.3737
Sale          9,759                4.3871
Sale          17,742               4.4200
Sale          23,569               4.3941



 (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          110,348              4.3797
 CFD         Long          69,900               4.3737
 CFD         Long          9,759                4.3871
 CFD         Short         9,759                4.3754
 CFD         Short         22,185               4.3584


 (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                         06 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