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               18 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        118,666,393    (3.69%)       320,525   (0.01%)
securities
(2) Derivatives         678,386    (0.02%)     2,401,536   (0.07%)
(other than
options)
(3) Options and               0    (0.00%)     4,472,272   (0.14%)
agreements to
purchase/sell
Total               119,344,779    (3.71%)     7,194,333   (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      695                  4.2269
Purchase      900                  4.2269
Purchase      465                  4.2188
Purchase      36,000               4.2287
Purchase      9,665                4.2550
Purchase      3,138                4.2512
Purchase      2,606                4.2512
Purchase      112,139              4.2215
Purchase      237,139              4.2286
Purchase      26,919               4.2215
Purchase      20,628               4.2215
Purchase      13,008               4.2215
Purchase      4,759                4.2215
Purchase      1,313,476            4.2215
Purchase      20,244               4.2286
Purchase      4,862                4.2286
Sale          865                  4.2306
Sale          800                  4.2482
Sale          487,333              4.2338
Sale          16,400               4.2600
Sale          6,300                4.2392
Sale          33,831               4.2300

The following trade which was disclosed on 13 April 2006 has been cancelled

Purchase/sal  Number of Securities Price per unit
e                                  (GBP)
Sale          1,000                4.1331



(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          487,333               4.2338
CFD        Short         36,000                4.2287
CFD        Long          16,400                4.2600
CFD        Long          6,300                 4.2392


(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                         19 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