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               04 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)



                             Long                   Short

                       Number       (%)       Number       (%)


(1) Relevant        124,020,731    (3.85%)       399,249   (0.01%)
securities
(2) Derivatives         397,880    (0.01%)     2,127,537   (0.07%)
(other than
options)
(3) Options and               0    (0.00%)     4,472,272   (0.14%)
agreements to
purchase/sell

Total               124,418,611    (3.86%)     6,999,058   (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


(e)  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      700                  4.1657
Purchase      725                  4.1613
Purchase      700                  4.1644
Purchase      700                  4.1744
Purchase      4,631                4.1819
Purchase      76,695               4.1712
Purchase      61,895               4.1712
Purchase      1,729,871            4.1712
Purchase      23,237               4.1750
Purchase      34,582               4.1712
Purchase      56,732               4.1750
Purchase      70,915               4.1712
Purchase      37,356               4.1750
Purchase      47,912               4.1712
Purchase      27,664               4.1750
Purchase      65,639               4.1712
Purchase      49,514               4.1750
Purchase      29,047               4.1712
Purchase      164,403              4.1712
Purchase      18,896               4.1750
Purchase      52,510               4.1750
Purchase      39,945               4.1712
Purchase      87,025               4.1750
Purchase      131,522              4.1750
Purchase      46,696               4.1712
Purchase      23,620               4.1712
Purchase      271,179              4.1771
Purchase      1,383,903            4.1750
Purchase      31,956               4.1750
Purchase      108,780              4.1712
Purchase      61,356               4.1750
Purchase      38,329               4.1750
Sale          617                  4.1732
Sale          40,131               4.1844
Sale          10,523               4.1842
Sale          7,906                4.1842
Sale          84,038                4.1812


(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          40,131               4.1844
CFD         Long          7,906                4.1842
CFD         Long          10,523               4.1842
CFD         Short         57,091               4.1755


(c)  Options transactions in
respect of existing securities

(i)  Writing, selling, purchasing
or varying

Product    Writing,   Number of   Exerc  Type,     Expiry  Option
name,      selling,   securities  ise    e.g.      date    money
e.g. call  purchasin  to which    price  American          paid/rece
option     g,         the option         ,                 ived per
           varying    relates            European          unit
            etc.       (GBP)              etc.              (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                         05 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