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               07 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             116,102,306    (3.61%)       82,103    (0.00%)
securities
(2) Derivatives              433,980    (0.01%)    2,558,584    (0.08%)
(other than
options)
(3) Options and                    0    (0.00%)    4,472,272    (0.14%)
agreements to
purchase/sell

Total                    116,536,286    (3.62%)    7,112,959    (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      2,300                4.2963
Purchase      1,300                4.2963
Purchase      1,150                4.3543
Purchase      500                  4.2888
Purchase      1,165                4.3144
Purchase      700                  4.2888
Purchase      134,351              4.3122
Purchase      3,357                4.3225
Purchase      10,239               4.3480
Purchase      17,783               4.3000
Purchase      9,386                4.3000
Purchase      17,405               4.3480
Purchase      7,419                4.3000
Purchase      7,408                4.3000
Purchase      17,167               4.3480
Purchase      111,577              4.3480
Purchase      14,366               4.3480
Purchase      38,129               4.3480
Purchase      5,517                4.3000
Purchase      39,496               4.3000
Purchase      9,879                4.3000
Purchase      22,447               4.3480
Purchase      5,325                4.3480
Purchase      14,883               4.3000
Purchase      30,447               4.3480
Purchase      29,128               4.3480
Purchase      30,173               4.3000
Purchase      24,310               4.3000
Purchase      9,537                4.3480
Purchase      115,579              4.3000
Purchase      683,631              4.3000
Purchase      31,539               4.3000
Purchase      7,151                4.3480
Purchase      10,606               4.3000
Purchase      17,361               4.3480
Purchase      13,631               4.3000
Purchase      9,061                4.3480
Purchase      23,469               4.3480
Purchase      7,162                4.3480
Purchase      23,252               4.3000
Purchase      659,953              4.3480
Purchase      13,158               4.3480
Purchase      18,029               4.3000
Purchase      17,983               4.3000
Sale          1,140                4.3092
Sale          578                  4.2957
Sale          2,500                4.3211
Sale          1,200                Transfer
Sale          385                  4.2932
Sale          62,000               4.3507
Sale          29,624               4.3541
Sale          188,113               4.2838


(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          62,000               4.3507
CFD         Long          29,624               4.3541
CFD         Short         134,351              4.3122
CFD         Short         3,357                4.3225
CFD         Long          80,849               4.3130

(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                         10 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