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               02 MAY 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)





(1) Relevant         119,379,585   (3.71%)     363,826     (0.01%)
securities
(2) Derivatives          362,480   (0.01%)   1,993,007     (0.06%)
(other than
options)
(3) Options and                0   (0.00%)   4,472,272     (0.14%)
agreements to
purchase/sell
Total                119,742,065   (3.72%)   6,829,105     (0.21%)


(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


  (f)  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      830                  4.2094
Purchase      700                  4.1993
Purchase      500                  4.2043
Purchase      925                  4.2038
Purchase      1,600                4.2043
Purchase      1,620                4.2068
Purchase      935                  4.2018
Purchase      475                  4.2043
Purchase      7,054                4.2206
Purchase      16,700               4.2027
Purchase      7,375                4.2025
Purchase      5,989                4.2150
Sale          2,000                4.1957
Sale          700                  4.1981
Sale          3,393                Transfer
Sale          2,313                Transfer
Sale          510                  4.2007
Sale          1,053                4.2087
Sale          750                  4.2117
Sale          700                  4.1986
Sale          394                  4.1965
Sale          2,977                4.2025
Sale          159,761              4.2017
Sale          25,413               4.2142
Sale          133,813              4.2087
Sale          7,054                4.1819
Sale          88,000               4.1991


(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          133,813               4.2087
CFD        Long          88,000                4.1991
CFD        Long          159,761               4.2017
CFD        Long          7,054                 4.1819
CFD        Long          25,413                4.2142
CFD        Short         7,054                 4.2206
CFD        Short         16,700                4.2027
CFD        Short         82,021                4.2009


(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                         03 MAY 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