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               10 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        116,779,860    (3.63%)      83,346     (0.00%)
securities
(2) Derivatives         435,223    (0.01%)   2,713,912     (0.08%)
(other than
options)
(3) Options and               0    (0.00%)   4,472,272     (0.14%)
agreements to
purchase/sell
Total               117,215,083    (3.64%)   7,269,530     (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      1,000                4.2819
Purchase      900                  4.2836
Purchase      7,851                4.2900
Purchase      1,325                4.2490
Purchase      3,680                4.2490
Purchase      7,851                4.2900
Purchase      147,477              4.2842
Purchase      11,626               4.2900
Sale          1,243                4.3066
Sale          1,104                4.2425
Sale          7,851                4.2900
Sale          436,511              4.3550
Sale          290,660              4.3550
Sale          204,775              4.3550
Purchase      5,003                4.2875
Purchase      12,279               4.2950
Purchase      6,120                4.2950
Purchase      20,055               4.2950
Purchase      6,113                4.2950
Purchase      7,745                4.2950
Purchase      18,174               4.2950
Purchase      8,214                4.2950
Purchase      32,583               4.2950
Purchase      95,351               4.2950
Purchase      11,247               4.2950
Purchase      5,367                4.2950
Purchase      563,977              4.2950
Purchase      44,426               4.2950
Purchase      14,672               4.2950
Purchase      7,364                4.2950
Purchase      14,875               4.2950
Purchase      24,892               4.2950
Purchase      19,181               4.2950
Purchase      26,018               4.2950
Purchase      2,922                4.2950
Purchase      8,749                4.2950
Purchase      11,012               4.2950
Purchase      14,836               4.2950
Purchase      8,151                4.2950
Purchase      6,252                4.2950
Purchase      5,843                4.2950
Purchase      3,582                4.2950
Purchase      15,957               4.2902
Purchase      5,508                4.2902
Purchase      276,195              4.2902
Purchase      8,901                4.2902
Purchase      3,793                4.2902
Purchase      21,757               4.2902
Purchase      6,014                4.2902
Purchase      2,994                4.2902
Purchase      12,190               4.2902
Purchase      7,286                4.2902
Purchase      3,607                4.2902
Purchase      7,187                4.2902
Purchase      4,286                4.2902
Purchase      46,696               4.2902
Purchase      9,821                4.2902
Purchase      2,998                4.2902
Purchase      9,395                4.2902
Purchase      12,741               4.2902
Purchase      2,629                4.2902
Purchase      3,993                4.2902
Purchase      7,267                4.2902
Purchase      4,023                4.2902
Purchase      5,394                4.2902
Purchase      3,062                4.2902
Purchase      6,781                4.2902
Sale          57,490               4.2800

 (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          1,243                4.3066
 CFD         Short         147,477              4.2842
 CFD         Short         7,851                4.2900

 (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                         11 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