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               24 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             120,123,590    (3.73%)      229,921  (0.01%)
securities
(2) Derivatives              228,575    (0.01%)    2,387,656  (0.07%)
(other than
options)
(3) Options and                    0    (0.00%)    4,472,272  (0.14%)
agreements to
purchase/sell

Total                    120,352,165    (3.74%)    7,089,849  (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      1,380                4.2646
Purchase      565                  4.3038
Purchase      565                  4.3038
Purchase      453                  4.2982
Purchase      460                  4.3013
Purchase      1,176                4.2375
Purchase      56,894               4.2525
Purchase      30,390               4.2509
Purchase      76,210               4.2541
Purchase      1,131                4.2375
Purchase      13,194               4.2509
Purchase      4,200                4.3006
Purchase      1,131                4.2375
Sale          1,200                4.2961
Sale          271                  4.2811
Sale          623                  4.2931
Sale          409                  4.2929
Sale          700                  4.2961


(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        Short         76,210                4.2541
CFD        Short         56,894                4.2525
CFD        Short         4,200                 4.3006
CFD        Short         30,390                4.2508
CFD        Short         13,194                4.2508
CFD        Short         110,021               4.2998

(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                         25 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