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               20 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        119,925,405    (3.72%)      301,731    (0.01%)
securities
(2) Derivatives         471,382    (0.01%)    2,194,023    (0.07%)
(other than
options)
(3) Options and               0    (0.00%)    4,472,272    (0.14%)
agreements to
purchase/sell
Total               120,396,787    (3.74%)    6,968,026    (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      1,600                4.2357
Purchase      600                  4.2043
Purchase      700                  4.2218
Purchase      12,979               4.2195
Purchase      2,691                4.2075
Purchase      1,162                4.2288
Purchase      13,061               4.2446
Purchase      2,851                4.2238
Purchase      2,809                4.2238
Purchase      65,820               4.2238
Purchase      24,603               4.2445
Purchase      17,230               4.2446
Purchase      14,379               4.2446
Purchase      56,462               4.2445
Purchase      11,339               4.2446
Purchase      17,259               4.2446
Purchase      5,158                4.2238
Purchase      2,478                4.2238
Purchase      37,871               4.2445
Purchase      9,064                4.2238
Purchase      2,667                4.2288
Purchase      5,888                4.2238
Purchase      3,122                4.2238
Purchase      10,361               4.2446
Purchase      16,484               4.2251
Purchase      3,881                4.2288
Purchase      7,240                4.2238
Purchase      11,924               4.2446
Purchase      13,739               4.2251
Purchase      4,120                4.2238
Purchase      10,768               4.2446
Purchase      21,555               4.2445
Purchase      343,909              4.2445
Purchase      140,301              4.2201
Purchase      4,127                4.2238
Purchase      57,410               4.2445
Purchase      8,264                4.2446
Purchase      61,106               4.2201
Purchase      13,512               4.2238
Purchase      2,709                4.2238
Purchase      11,749               4.2446
Purchase      11,536               4.2446
Purchase      3,437                4.2251
Purchase      204,215              4.2201
Sale          1,614                4.2207
Sale          2,256                4.2231
Sale          192,000              4.2246
Sale          15,730               4.2218
Sale          43,359               4.2100


 (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          192,000              4.2246
 CFD         Short         12,979               4.2195


 (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                         21 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